ENVIROMART COMPANIES, INC. (Form: 10-K, Received: 04/14/2016 17:25:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 000-53661

THE ENVIROMART COMPANIES, INC.

(Exact name of issuer as specified in its charter)


Delaware		45-5529607
(State or Other Jurisdiction of		(I.R.S. Employer I.D. No.)
incorporation or organization)

4 Wilder Dr., #7

Plaistow, NH 03865

(Address of Principal Executive Offices)

603-378-0809

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(g) of the Exchange Act: Common stock, $0.0001 par value .

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes . No X .

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X . No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X .

The issuer’s common stock is currently quoted on the OTC Pink market. However, the issuer cannot estimate the aggregate market value of the issuer’s voting and non-voting common equity held as of June 30, 2015, the last day of the registrant’s most recently completed second fiscal quarter, by non-affiliates of the issuer, as the listing was not effective until after that date. As of April 14, 2016, there were 50,419,275 shares of $0.0001 par value common stock issued and outstanding.


	Forward Looking Statements	4

	PART I

Item 1	Business	5

Item 2	Properties	8

Item 3	Legal Proceedings	8

	PART II

Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and	9
	Issuer Purchases of Equity Securities

Item 6	Selected Financial Data	11

Item 7	Management’s Discussion and Analysis of Financial Condition and Results	11
	of Operations

Item 7A	Quantitative and Qualitative Disclosures About Market Risk	15

Item 8	Financial Statements and Supplementary Data	16

	Report of Independent Registered Public Accounting Firm	F-1
	Balance Sheets	F-2
	Statements of Operations	F-3
	Statement of Stockholders' Deficit	F-4
	Statements of Cash Flows	F-5
	Notes to Financial Statements	F-6

Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17

Item 9A	Controls and Procedures	17

	PART III

Item 10	Directors, Executive Officers, and Corporate Governance	18

Item 11	Executive Compensation	20

Item 12	Security Ownership of Certain Beneficial Owners and Management and	21
	Related Stockholder Matters

Item 13	Certain Relationships and Related Party Transactions, and Directors	22
	Independence

Item 14	Principal Accounting Fees and Services	24

	PART IV

Item 15	Exhibits, Financial Statement Schedules	25

Item 16	Exhibits	26

FORWARD LOOKING STATEMENTS

This report includes forward-looking statements. These forward-looking statements are often identified by words such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions. These statements are only predictions and involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed. You should not place any undue reliance on these forward-looking statements.

You should be aware that our actual results could differ materially from those contained in forward-looking statements due to a number of factors, including our ability to:

execute our business plan, including development of our B2B portal, Enviromart.com, given our limited financial resources

generate sufficient cash flow from our operations or other sources to fund our working capital needs and growth initiatives;

successfully introduce and attain market acceptance of any new products and/or enhancements of existing products;

attract and retain qualified personnel;

prevent obsolescence of our technologies;

maintain agreements with our critical vendors;

secure new business, both from existing and new customers.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. References in this report to the “Company,” “we,” “our,” and “us” refer to the registrant, The Enviromart Companies, Inc.

PART I

ITEM 1. Business

Our Company

The Enviromart Companies, Inc. (the “Company”), formerly known as Environmental Science and Technologies, Inc., was incorporated under the laws of the State of Delaware on June 18, 2012. On June 21, 2013, the Company completed an acquisition of intangible assets comprised of intellectual property and trademarks from its Chief Executive Officer. In conjunction with the acquisition of the intangible assets, the Company commenced operations. As of June 30, 2013 the Company had more than nominal operations and no longer considered itself to be a “shell company” within the meaning of applicable securities laws. In particular, as of such date, the Company had raised capital, hired employees, leased space, engaged consultants and advisors, conducted extensive sales and marketing related activities (both domestically and internationally), negotiated vendor and supplier relationships and engaged seller’s representatives. Moreover, the Company has, since June 30, 2013, realized material revenues from its EnviroPack and SpillCon businesses, which arose from its sales and marketing activities conducted prior to June 30, 2013.

As of January 2, 2015, the Company’s business is operated through its wholly-owned subsidiary, EnviroPack Technologies, Inc. Effective on or about January 15, 2015, the Company changed its name to The Enviromart Companies, Inc. and the Company’s wholly-owned subsidiary, EnviroPack Technologies, Inc., changed its name to Enviromart Industries, Inc. The Company’s other wholly owned subsidiaries are currently inactive.

Planned Sale of Operating Business

On February 16, 2016, The Rushcap Group, Inc. (“Rushcap”), an affiliate of Mark Shefts (then a significant shareholder), notified us that, effective March 31, 2016, it was discontinuing its funding of our wholly owned subsidiary under the Inventory Financing Agreement dated June 19, 2015. Rushcap reserved the right to discontinue the funding prior to March 31, 2016, if it so determined. Thus far, Rushcap has since March 31, continued to provide funding. The discontinuation of funding will have a material adverse effect on our business, financial condition and results of operation, as we do not believe that it will be able to timely secure funding to replace the discontinued Inventory Financing.

In light of the discontinuation of funding, our Board of Directors spent approximately one month assessing the operating company’s current business and funding prospects, including whether to transfer the operating subsidiary to Michael R. Rosa, our founder and a significant shareholder, in accordance with that certain Agreement between the Company, Mr. Rosa and Mr. Shefts, dated July 14, 2014 (“Break-up Agreement”). The Break-up Agreement was disclosed in the Company’s Current Report on Form 8-K filed July 18, 2014, which is incorporated herein by this reference.

Our Board of Directors concluded that the discontinuation of funding would have a material adverse effect on our business, financial condition and results of operation, as it did not believe that it would be able to timely secure funding to replace the discontinued Inventory Financing.

On March 17, 2016, our Board of Directors approved the sale of our sole operating subsidiary, Enviromart Industries, Inc., to Michael R. Rosa, our founder and a significant shareholder, as contemplated by that certain Agreement between us, Mr. Rosa and Mark Shefts, dated July 14, 2014 (“Break-up Agreement”). The Break-up Agreement was originally disclosed in our Current Report on Form 8-K filed July 18, 2014, which is incorporated herein by this reference.

On March 21, 2016, we entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, Inc., our sole operating subsidiary, pursuant to which we will transfer to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc.

In consideration for the transfer of the operating subsidiary to Mr. Rosa, of the 13,567,500 shares of our common stock currently owned by him, Mr. Rosa will surrender to us 12,567,500 shares, which shares will be returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. have agreed to assume and discharge any and all of our liabilities existing as the closing date, of which there are expected to be none, as all of our operations have been conducted through Enviromart Industries, Inc. (our sole operating subsidiary).

The above described purchase and sale transaction is expected to close on or about May 31, 2016, effective March 31, 2016, and must be approved by a majority of our shareholders, which approval we intend to obtain by written consent. Upon consummation of the purchase and sale transaction, our operating business will have been discontinued, and we will focus on seeking to acquire a profitable operating business with strong growth potential.

On March 23, 2016, Mr. George Adyns resigned from our board of directors, but will remain as President, Secretary and CFO until the closing of the purchase and sale transaction.

All of the disclosures in this Annual report on Form 10-K must be viewed in light of the planned disposition of our sole operating subsidiary, as once this transaction is complete, our operating business will have been discontinued, and the value of our company will be dependent upon our ability to locate and consummate the acquisition of a profitable operating business with strong growth potential.

Products and Services

Our EnviroPack product line consists of environmental compliance packaging solutions for environmentally sensitive waste materials. Our SpillCon product line focuses on the distribution of spill control products for marine and land based oil and chemical spills.

EnviroPack products consist of hazardous waste disposal and containment products for environmentally sensitive waste materials. Waste materials are typically generated from the by-products of a diverse list of manufacturing companies. In addition, EnviroPack products are used for the remediation and clean-up of legacy Superfund waste sites related to the disposal of environmental waste accumulated over time.

SpillCon product categories include products designed to aid in the detection, response, deployment, containment, clean up and remediation of oil and chemical spills. Our SpillCon product mix is a compilation of several of the premier sorbent manufacturers in the industry. Certain SpillCon products are proprietary and unique in design and functionality.

Our products are largely geared towards environmental cleanup and emergency response firms that are certified to handle, process and treat a wide variety of hazardous and non-hazardous waste materials. In addition, both large and small manufacturing companies that generate waste through their processing facilities are ideal candidates for our products. Municipalities and utilities are also prime prospects for our proprietary product lines.

The market for EnviroPack/SpillCon products is broken down into three customer categories - Environmental Response companies, Supply Dealers and Waste Generators. Each group consists of three sub-groups: a few Tier 1, several Tier 2 and numerous Tier 3 Customers. Tier 1 Environmental customers consist of national environmental response firms with multiple locations throughout the US. Environmental Tier 2 clients are more regional in scope with several locations. The Tier 1 and 2 firms are all about the same size in specific locations. Environmental Tier 3 customers are smaller and regional in scope with one main location from which they operate. The same basic market structure (Tier 1, Tier 2 and Tier 3) exists with respect to Supply Dealers and Waste Generators.

Demand for our EnviroPack/SpillCon products is driven to a significant extent by the existence and rigorous enforcement of federal environmental and transportation regulations. In particular, strict enforcement of regulations of the Environmental Protection Agency (EPA), Department of Transportation (DOT) and Homeland Security (US Coast Guard) has a positive impact on the demand for our products.

Marketing and Distribution

We market and distribute our products and services primarily through a direct sales force. In addition, we market and distribute our products and services through authorized distributors.

EnviroPack/SpillCon

EnviroPack/SpillCon products are distributed through several channels. Our core method of distribution is through select and established container, safety supply and material handling distributors strategically located throughout the US and Canada. All products are currently being warehoused in our central distribution center in Southern NH. We intend when our resources permit where appropriate to use public warehousing facilities throughout the US to assist in rapid delivery of products to the environmental emergency response market.

Competition

In general, we compete against much larger entities, most of which have substantially greater financial resources than we do. We operate in an extremely competitive market for all of our product offerings.

EnviroPack/SpillCon

Our environmental waste packaging products (EnviroPack) compete against offerings of such companies as Georgia-Pacific and International Paper. Our environmental spill response and control products (SpillCon) compete with such companies as New Pig Corporation, Brady Corporation, Complete Environmental Products, Inc. and Sellars Absorbent Materials, Inc. Our main competitors consist of a few regional companies scattered throughout the US. No one company has dominant market share. There are no major competitors in our geographical region.

We also believe that our product designs and certifications are superior in quality to the other regional companies in our space. We believe that the EnviroPack brands are among the most recognized in the environmental waste containment industry.

In general, the companies that our businesses compete with have financial and other resources far in excess of our resources, which results in a very difficult competitive environment for the Company. This challenging competitive environment has many potential adverse effects, including making it much more difficult for the Company to secure new business, as well as retain existing business. In addition, the competitive environment in which we operate tends to limit our gross margins and our ability to pass increasing costs onto our customers. Finally, since our competitors generally have substantially greater financial and other resources, than do we, they generally have a far greater capacity to innovate, which could put us at a competitive disadvantage, and, accordingly have an adverse effect upon our business.

We compete in all our markets on the basis of meeting our customers’ business needs with a viable solution that offers high quality products at an affordable price, coupled with a high level of customer support and service.

Raw Materials and Principal Suppliers

EnviroPack/SpillCon

Our manufacturers, which are ISO certified, source the raw materials for and manufacture our finished products utilizing our proprietary designs. Generally, our products are produced on a purchase order basis, as we do not have manufacturing agreements with the companies who manufacture our products. We hand pick our manufacturers based on several factors, including location, size, certifications, machinery capabilities and price competitiveness. Our EnviroPack products incorporate primarily the following raw materials: corrugated paper, polyethylene and polypropylene. Currently, with respect to EnviroPack, our manufacturers include International Paper, Greif, Norampac and Laddawn. We also utilize Tier 2 manufacturers for approximately 25% of our purchased inventory.

Our SpillCon products incorporate primarily the following raw materials: polypropylene, polymers, cellulose, and other organic, inorganic and synthetic materials, all with various degrees of sorbency properties. With respect to SpillCon, our manufacturers include Spilltech, ESP, ProSorbents and Omni/Ajax, among others.

Customers

EnviroPack/SpillCon

We anticipate that our largest account will not represent more than 15% of our overall EnviroPack / Spillcon business.

Personnel

As of December 31, 2015, we employed 10 persons.

Intellectual Property

In general, we rely primarily on a combination of trade secrets, copyright and trademark laws, and confidentiality procedures to protect our technology. Due to the technological change that characterizes our business, we believe that the improvement of existing products, reliance upon trade secrets and unpatented proprietary know-how and the development of new products are generally as important as patent protection in establishing and maintaining a competitive advantage.

EnviroPack/SpillCon

Our EnviroPack product mix is considered proprietary and unique in its design and functionality. Our SpillCon product mix is comprised of many products which are also considered proprietary in design and functionality.

As of December 31, 2015, we do not own any patents and had no patents pending. We have not been nor are we currently involved in or aware of any litigation regarding any of our intellectual property.

We have a number of registered trademarks which we consider important to the protection of our EnviroPack brands.

Governmental Regulation

EnviroPack/SpillCon

EnviroPack products must undergo an extensive certification process by a 3rd party permitted testing facility as designated by the Department of Transportation. The products must comply with applicable federal regulations. Each product carries with it its own unique certification number and must be legibly marked on each package. The certification must be performed annually to ensure compliance with QA/QC standards. SpillCon products undergo specific sorbency testing by our manufacturers and many products are tested at OMHSETT in New Jersey. OMHSETT is the largest outdoor saltwater wave/tow tank facility in North America and is the only facility where full-scale oil spill response equipment testing, research, and training can be conducted in a marine environment with oil under controlled environmental conditions (waves and oil types).

Vigorous enforcement of environmental laws and regulations drives demand for our environmental containment products, as our products enable our customers to maintain compliance with regulations concerning packaging, storage and shipping of environmentally sensitive waste materials for processing and disposal. In addition, vigorous enforcement of regulations of the Department of Homeland Security (DHS) as the governing agency for the US Coast Guard also drive demand for our SpillCon products. Conversely, lax enforcement of these laws and regulations could diminish demand for our containment and spill control products.

Seasonality

From inception (Q2 2013) through December 31, 2015, the Company realized approximately $4,420,000 in revenues. Accordingly, we do not yet have a complete historical basis to determine whether our revenue will be subject to seasonal fluctuation. Based on our history to date, we do anticipate some seasonality in our revenues, with somewhat lower revenues during the summer and winter months.

Available Information

The public may read and copy any materials we file with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to the foregoing, at the SEC’s Public Reference Room at 100 F St., NE, Washington, DC 20549, on official business days during the hours of 10 AM to 3 PM. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains periodic and current reports, proxy and information statements, and other information regarding the Company and other issuers that file electronically with the SEC.

ITEM 2: Properties

We are headquartered in Plaistow, New Hampshire, where we lease space from an entity controlled by Michael R. Rosa, a significant shareholder. Currently, we are leasing approximately 19,500 square feet of space, of which 2,000 square feet is dedicated to administration, 1,000 square feet is dedicated to research and development and 16,500 square feet is dedicated to warehouse. The monthly rent for this facility is currently $10,400. This is a gross lease under which the landlord pays taxes, utilities and maintenance and repairs. We believe that our current office space is adequate for current and anticipated near term levels of business activity.

ITEM 3: Legal Proceedings

Except as disclosed below, we are not a party to any pending legal proceeding. To the knowledge of our management, except as disclosed below, no federal, state or local governmental agency is presently contemplating any proceeding against us.

On or about August 12, 2014, we received a Notice of Debarment from the US Defense Logistics Agency (“DLA”) (the “Notice”). The Notice (i) prevents us from bidding on new government contracts and (ii) precludes the renewal of any existing contract that is otherwise renewable. The Notice was issued to us because our CEO (who is also a significant shareholder of our company) is affiliated with a company that is alleged to have sold products to the DLA that did not conform to the applicable contract. The DLA has not alleged any wrongdoing whatsoever with respect to our company or its contracts with the DLA.

On November 3, 2014, the Company filed a letter with DLA opposing the proposed notice of debarment based on EST’s alleged affiliation with the other company.

We have received notification from the DLA stating that our appeal was reviewed and denied. As a result, we are not able to bid on any new US government contracts that might otherwise be of interest to us. Our inability to bid on future US government contracts could have an adverse effect on our revenues and profitability, unless we are able to replace the resulting revenue loss.

PART II

ITEM 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted in the OTC market (OTCPINK) under the symbol “EVRT”. We have not included 2 year trading history for our common stock because our stock was not approved for quotation until January 19, 2016. Our common stock last traded at $0.10 on March 14, 2016. However, currently, there is no active public trading market for our shares.

The sale of “restricted securities” (common stock) pursuant to Rule 144 of the SEC by members of management or any other person to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market. For information regarding the requirements for re-sales under Rule 144, see the heading “Rule 144” below.

Holders

As of March 31, 2016, we had approximately 77 shareholders of record. We believe that additional beneficial owners of our common stock hold shares in street name.

Dividends

We have not declared any cash dividends with respect to our common stock and do not intend to declare dividends in the foreseeable future. Our future dividend policy cannot be ascertained with any certainty, and unless and until we complete any acquisition, reorganization or merger, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

Securities Authorized for Issuance under Equity Compensation Plans

None; not applicable.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Unregistered Sales

On January 22, 2015, the Company sold an aggregate of 1,848,571 shares of our common stock to two accredited investors for gross proceeds of $3,697 (a per share price of $.002).

Effective September 30, 2015, convertible notes in the aggregate principal amount of $250,000 were converted by their terms into approximately 10 million shares of our common stock (a conversion price of $.025). In addition, an aggregate of approximately $113,000 of indebtedness was converted into 1,100,000 shares of our common stock (a conversion price of $.10 per share).

On December 31, 2015, the Company sold an aggregate of 2,100,000 shares of our common stock to three accredited investors for gross proceeds of $12,000 (an average per share price of $.006).

The Company believes that the foregoing transactions were exempt from the registration requirements under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (“the Act”) or Section 4(2) under the Act, based on the following facts: in each case, there was no general solicitation, there was a limited number of investors, each of whom was an “accredited investor” (within the meaning of Regulation D under the “1933 Act”, as amended) and/or was (either alone or with his/her purchaser representative) sophisticated about business and financial matters, each such investor had the opportunity to ask questions of our management and to review our filings with the Securities and Exchange Commission, and all shares issued were subject to restrictions on transfer, so as to take reasonable steps to assure that the purchasers were not underwriters within the meaning of Section 2(11) under the 1933 Act.

Rule 144

The following is a summary of the current requirements of Rule 144:



	Affiliate or Person Selling on Behalf of an Affiliate	Non-Affiliate (and has not been an Affiliate During the Prior Three Months)
Restricted Securities of Reporting Issuers	During six-month holding period – no resales under Rule 144 Permitted. After Six-month holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements, and · Filing of Form 144.	During six- month holding period – no resales under Rule 144 permitted. After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Restricted Securities of Non-Reporting Issuers	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements, and · Filing of Form 144.	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

Shell Companies

The following is an excerpt from Rule 144(i) regarding re-sales of securities of shell companies:

“(i)

Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.

(1)

This section is not available for the resale of securities initially issued by an issuer defined below:

(i)

An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:

(A)

No or nominal operations; and

(B)

Either:

(1)

No or nominal assets;

(2)

Assets consisting solely of cash and cash equivalents; or

(3)

Assets consisting of any amount of cash and cash equivalents and nominal other assets; or

(ii)

An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).

(2)

Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issue was required to file such reports and materials), other than Form 8-K reports (§249.308 of this chapter); and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.

(3)

The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the Form 10 information in any filing of the issuer with the Commission. The Form 10 information is deemed filed when the initial filing is made with the Commission.”

Securities of a shell company cannot be publicly sold under Rule 144 in the absence of compliance with this subparagraph.

Use of Proceeds of Registered Securities

Not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

None; not applicable.

ITEM 6: Selected Financial Data

Not required for smaller reporting companies.

ITEM 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Annual Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Overview

On June 21, 2013, the Company completed the acquisition of certain assets from Michael R. Rosa, its chief executive officer, and commenced business operations. Since completing the acquisition, the Company has raised capital, hired employees, leased space, engaged consultants and advisors, conducted extensive sales and marketing related activities both domestically and internationally, negotiated vendor relationships and engaged seller’s representatives. As of June 30, 2013 the Company had more than nominal operations and no longer considered itself to be a “shell company” within the meaning of applicable securities laws. The Company has, since June 30, 2013, realized revenues from its EnviroPack and SpillCon businesses. The Company’s business had, through December 31, 2014, been operated through four wholly-owned subsidiaries: Remote Aerial Detection Systems, Inc. (“RADS”), EnviroPack Technologies, Inc., SpillCon Solutions, Inc. and SorbTech Manufacturing, Inc.

As of January 2, 2015, the Company’s business was operated through its wholly-owned subsidiary, EnviroPack Technologies, Inc. Effective on or about January 15, 2015, the Company changed its name to The Enviromart Companies, Inc. and the Company’s wholly-owned subsidiary, EnviroPack Technologies, Inc., changed its name to Enviromart Industries, Inc. The Company’s other wholly owned subsidiaries are currently inactive.

The Company is a provider of United Nations/Department of Transportation (“UN/DOT”) certified environmental waste packaging solutions, environmental spill response and control products (primarily absorbent products), and sell consumer and commercial spill control products for the hazardous and bio-hazardous waste clean-up markets.

Planned Sale of Operating Business

The above described purchase and sale transaction is expected to close no later than May 31, 2016, effective March 31, 2016, and must be approved by a majority of our shareholders, which approval we intend to obtain by written consent. Upon consummation of the purchase and sale transaction, our operating business will have been discontinued, and we will focus on seeking to acquire a profitable operating business with strong growth potential.

On March 23, 2016, Mr. George Adyns resigned from our board of directors, but will remain as President, Secretary and CFO until the closing of the purchase and sale transaction.

Results of Operations

Sales

For the year ended December 31, 2015, we had sales of $2,268,504 as compared to $1,657,477 for the year ended December 31, 2014, an increase of 37%. The increase in revenue was attributable to the inventory financing we received, which we used to fulfill open purchase orders we would not have been able to fill in the normal course of business. If we are unable to obtain additional funding in the near term, we expect that our sales revenue will be adversely affected, as we do not currently have the capital needed to fund inventory purchases necessary to maintain even current revenue levels.

Cost of Goods Sold

Cost of goods sold was $1,535,910 for the year ended December 31, 2015 as compared to $1,243,201 for the year ended December 31, 2014. Cost of sales as a percentage of sales was 67.7% for the year ended December 31, 2015 compared to 75% for the year ended December 31, 2014. Cost of goods sold as a percentage of sales decreased significantly due to the inventory funding we received. Because of that funding, we were able to purchase and manufacture our proprietary items in bulk and therefore at a lower cost per unit.

General and Administrative Expenses

General and administrative expenses were $1,201,233 for the year ended December 31, 2015 as compared $1,128,745 for the year ended December 31, 2014. We expect future general and administrative expenses will be consistent with the results for the year ended December 31, 2015 (unless the above described purchase and sale transaction is consummated) as the amount reported for the year ended December 31, 2014 included non-cash stock based compensation expense of $100,188. In addition, the benefits of cost reduction measures that were put into effect in the third quarter of 2014 were realized for most of the year. We don’t expect to realize further reductions in general and administrative expenses for the foreseeable future (unless the above described purchase and sale transaction is consummated).

Loss from Operations

Loss from operations was $468,639 during the year ended December 31, 2015, as compared to a loss from operations of $714,469 during the year ended December 31, 2014. The difference was a result of our increase in sales and improvement in our gross profit percentage due to inventory financing.

Recent Developments

Planned Sale of Operating Business

On March 23, 2016, Mr. George Adyns resigned from our board of directors, but will remain as President, Secretary and CFO until the closing of the purchase and sale transaction.

Liquidity and Capital Resources

Currently, we have only minimal operating capital. Accordingly, we have an immediate and urgent need for additional capital to fund our business operations. Although the $680,000 in inventory financing we received through April 8, 2016, is helping to fund limited sales, the lack of operating capital is adversely affecting our ability to purchase needed product inventory and develop our Enviromart.com B2B website. As disclosed above, On February 16, 2016, Rushcap, an affiliate of Mark Shefts (then a significant shareholder), notified us that, effective March 31, 2016, it was discontinuing its funding of our wholly owned subsidiary under the Inventory Financing Agreement dated June 19, 2015. Rushcap reserved the right to discontinue the funding prior to March 31, 2016, if it so determined. Thus far, Rushcap has since March 31, continued to provide funding. The discontinuation of funding will have a material adverse effect on our business, financial condition and results of operation, as we do not believe that it will be able to timely secure funding to replace the discontinued Inventory Financing.

Our Board of Directors concluded that the discontinuation of the inventory funding would have a material adverse effect on our business, financial condition and results of operation, as it did not believe that it would be able to timely secure funding to replace the discontinued Inventory Financing.

Our lack of working capital is and has been interfering with our ability to implement our business plan and maximize our sales revenue.

We have been unable to raise any significant additional capital, whether through the sale of equity or debt securities.

Although our operating revenues have grown, we are incurring significant costs and expenses in connection with the implementation of our business plan and ongoing compliance costs associated with being a public company. During the year ended December 31, 2015, our operating activities used approximately $504,000 in cash (about $42,000 per month), compared to using $486,000 in 2014 (about $41,000 per month). The approximate $18,000 increase in cash used by our operating activities was primarily attributable to a $100,000 decrease in stock based compensation (non-cash) and a $352,000 decrease in the change (increase) in accounts payable, partially offset by a $167,000 decrease in the loss for the year, a $96,000 decrease in the change (decrease) in accounts receivable, saved $98,000 by converting accounts payable and accrued expenses to equity and a $93,000 decrease in the change (decrease) in inventory.

At December 31, 2015, we had a working capital deficiency of approximately $1,123,000 compared to a working capital deficiency of approximately $942,000 at December 31, 2014. The $181,000 increase in our working capital deficiency was due primarily to an increase in the inventory line of credit of $520,000 and a $51,000 decrease in accounts receivables partially offset by a $267,000 decrease in liabilities as a result of conversion into common stock, a decrease in due to officer of $100,000, a $49,000 decrease in accounts payable and accrued expenses, a $15,000 increase in cash and a $41,000 increase in inventory.

As of December 31, 2014 and 2015, the operating subsidiary was delinquent with respect to the payment of payroll taxes for the period July 1, 2013 through June 30, 2014 in the amount of $119,079. As of December 31, 2015, the Company owed an aggregate of $156,740, including $37,661 in penalties and interest related to these delinquencies. As of December 31, 2015, the company was delinquent with respect to the payment of payroll taxes for 2015 in the amount of $111,500. The Company believes that it will be able to secure a waiver of all penalties in the aggregate approximate amount of $35,000, leaving the Company with a payroll tax liability (including interest) of approximately $232,000. The company expects to pay this amount out in installments over a three-year period (approximately $6,500 per month).

As disclosed above, on March 21, 2016, we entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, Inc., our sole operating subsidiary, pursuant to which we will transfer to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc.

Accordingly, upon consummation of the purchase and sale transaction, we will have no assets and no liabilities. Our operations will be focused on seeking to acquire a profitable operating business with strong growth potential. From and after the sale, unless and until we complete an acquisition, our expenses are expected to consist solely of the costs of complying with our reporting obligations under the Securities and Exchange act of 1934.

Given the discontinuation of the purchase order financing and the absence of replacement funding, if we are unable to close the purchase and sale transaction, we believe that we will not be able to pay our obligations as they become due and that there will be a material adverse effect on our business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities. See Note 3 to the Financial Statements - Going Concern.

On November 3, 2014, the Company filed a letter with DLA opposing the proposed notice of debarment based on EST’s alleged affiliation with the other company.

ITEM 7A: Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

ITEM 8: Financial Statements and Supplementary Data

THE ENVIROMART COMPANIES, INC.

FINANCIAL STATEMENTS

December 31, 2015

TABLE OF CONTENTS



Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statement of Stockholders’ Deficit	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

[F10K123115_10K001.JPG]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Enviromart Companies, Inc.

We have audited the accompanying balance sheets of Enviromart Companies, Inc. as of December 31, 2015 and 2014, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Enviromart Companies, Inc. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has experienced recurring net losses and has an accumulated deficit of $2,114,069 as of December 31, 2015 which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

April 14, 2016

[F10K123115_10K002.JPG]

F-1

THE ENVIROMART COMPANIES, INC.

BALANCE SHEETS


			As of		As of
			December 31,		December 31,
			2015		2014

	ASSETS

Current Assets
	Cash	$	16,743	$	1,915
	Accounts receivable, net		262,068		268,345
	Accounts receivable - related party, net		-		44,579
	Inventory, net		212,240		171,156
	Prepaid Expenses and Other Current Assets		8,644		-
Total Current Assets			499,695		485,995

	Machinery and Equipment, net		29,807		53,961
TOTAL ASSETS		$	529,502	$	539,956



	LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
	Bank Overdraft Payable	$	-	$	8,721
	Accounts payable and accrued expenses		903,077		890,204
	Convertible notes and interest payable		-		152,096
	Inventory Line of Credit		719,845		200,000
	Note Payable		-		7,975
	Due to Officer		-		153,745
	Due to related party		-		15,000
Total Current Liabilities			1,622,922		1,427,741

Stockholders' Deficit
	Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding		-		-
	Common stock, $0.0001 par value, 250,000,000 shares authorized; 48,419,275 and 34,995,429 shares issued and outstanding at December 31, 2015 and 2014, respectively		4,842		3,500
	Common stock to be issued, 2,100,000 and 271,000 shares issuable at December 31, 2015 and 2014, respectively		210		27
	Additional paid-in capital		1,015,597		635,256
	Accumulated deficit		(2,114,069)		(1,526,568)
Total Stockholders' Deficit			(1,093,420)		(887,785)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	529,502	$	539,956

The accompanying notes are an integral part of these financial statements

F-2

THE ENVIROMART COMPANIES, INC.

STATEMENTS OF OPERATIONS


		Year Ended December 31, 2015
		2015		2014

Sales
Packaging solutions	$	1,016,281	$	803,422
Absorbent products		1,252,223		498,595
Related Party Revenue		-		355,460
Total sales		2,268,504		1,657,477

Cost of goods sold
Packaging solutions		582,513		718,393
Absorbent products		885,389		427,260
Shipping - net		68,008		97,548
Total cost of goods sold		1,535,910		1,243,201

Gross profit		732,594		414,276

Operating Expenses
General and Administrative		1,201,233		1,128,745
Total general and administrative fees		1,201,233		1,128,745

Loss from operations		(468,639)		(714,469)

Other expense
Penalties and Interest		(4,058)		(16,575)
Interest Expense		(114,804)		(22,988)
Total other expense		(118,862)		(39,563)

Net loss	$	(587,501)	$	(754,032)

Basic and diluted loss per share	$	(0.01)	$	(0.02)

Weighted average number of shares outstanding - basic and diluted		39,922,416		31,416,834

The accompanying notes are an integral part of these financial statements

F-3

THE ENVIROMART COMPANIES, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these financial statements

F-4

THE ENVIROMART COMPANIES, INC.

STATEMENTS OF CASH FLOWS


		For the Year Ended
		December 31,
		2015		2014

Cash Flows from Operating Activities
Net loss	$	(587,501)	$	(754,032)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization expense		24,154		26,328
Loss on extinguishment of debt		-		1,250
Stock-based compensation		337		100,188
Changes in operating assets and liabilities:
Accounts receivable		50,856		(147,360)
Inventory		(41,083)		(133,569)
Prepaid expenses and other current assets		(8,644)		600
Accounts payable and accrued expenses		58,083		409,869
Interest payable on convertible notes		-		9,986
Net cash used in operating activities		(503,798)		(486,740)

Cash Flows from Investing Activities
Purchase of equipment		-		(9,493)
Net cash used in investing activities		-		(9,493)

Cash Flows from Financing Activities
Proceeds from (payment of) bank overdraft		(8,723)		4,912
Payments on inventory financing		-		(9,164)
Proceeds from Inventory Line of Credit		519,845		200,000
Advances by officer (to pay expenses)		(218)		153,745
Proceeds from (payments of) Note Payable		(7,975)		7,975
Proceed from common stock issuable		210		-
Issuance of common stock for cash		15,487		131,000
Net cash provided by financing activities		518,626		488,468

Increase in Cash and Cash Equivalents		14,828		(7,765)

Cash and Cash Equivalents--Beginning of Period		1,915		9,680
Cash and Cash Equivalents--End of Period	$	16,743	$	1,915

Non-Cash Investing and Financing Activities
Common stock issued for debt	$	365,835	$	-
Common stock issued for consultants	$	-	$	26,440
Retirement of shares from officer	$	-	$	(669)
Convertible note issued for due to officer	$	100,000	$	-
Note for purchase of equipment	$	-	$	8,700
Subscription payable	$	27	$	(24)

The accompanying notes are an integral part of these financial statements

F-5

THE ENVIROMART COMPANIES, INC.

Notes to Financial Statements

December 31, 2015 and 2014

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Environmental Science and Technologies, Inc. (the “Company”), formerly known as APEX 5, Inc., was incorporated under the laws of the State of Delaware on June 18, 2012. On June 21, 2013, the Company completed an acquisition of intangible assets comprised of intellectual property and trademarks from its Chief Executive Officer. In conjunction with the acquisition of the intangible assets, the Company commenced operations. As of June 30, 2013 the Company had more than nominal operations and no longer considered itself to be a “shell company” within the meaning of applicable securities laws. In particular, as of such date, the Company had raised capital, hired employees, leased space, engaged consultants and advisors, conducted extensive sales and marketing related activities (both domestically and internationally), negotiated vendor and supplier relationships and engaged seller’s representatives. Moreover, the Company has, since June 30, 2013, realized material revenues from its EnviroPack and SpillCon businesses, which arose from its sales and marketing activities conducted prior to June 30, 2013. In addition to the foregoing, during the year ended December 31, 2014, the Company realized approximately $1,671,000 in revenues.

The Company is a provider of United Nations/Department of Transportation (“UN/DOT”) certified environmental waste packaging solutions, as well as environmental spill response and control products (primarily absorbent products).

On March 21, 2016, the Company entered into a Stock Purchase and Sale Agreement with Michael R. Rosa, founder and a significant shareholder, and Enviromart Industries, Inc., its sole operating subsidiary, pursuant to which the Company will transfer to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc.

In consideration for the transfer of the operating subsidiary to Mr. Rosa, of the 13,567,500 shares of Company common stock currently owned by him, Mr. Rosa will surrender to us 12,567,500 shares, which shares will be returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. have agreed to assume and discharge any and all of the Company’s liabilities existing as the closing date, of which there are expected to be none, as all of the Company’s operations have been conducted through Enviromart Industries, Inc. (its sole operating subsidiary).

The above described purchase and sale transaction is expected to close no later than May 31, 2016, effective March 31, 2016, and must be approved by a majority of the Company’s shareholders, which approval the Company intend to obtain by written consent. Upon consummation of the purchase and sale transaction, the Company’s operating business will have been discontinued, and it will focus on seeking to acquire a profitable operating business with strong growth potential.

Accordingly, upon consummation of the purchase and sale transaction, the Company we will have minimal assets and liabilities. Its operations will be focused on seeking to acquire a profitable operating business with strong growth potential. From and after the sale, unless and until the Company completes an acquisition, its expenses are expected to consist solely of the costs of complying with our reporting obligations under the Securities and Exchange act of 1934.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

F-6

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Enviromart Industries, Inc. All inter-company accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents.

Accounts Receivable

In the normal course of business, the Company extends credit to customers that satisfy defined credit criteria. Accounts receivable is recorded at carrying value, which approximates fair value, and is presented in the Company's consolidated balance sheets net of any allowance for doubtful accounts. As of December 31, 2015, an allowance for doubtful accounts of $4,277 has been recorded.

Inventory

The Company’s inventory is stated at the lower of cost or estimated realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out (“FIFO”) method. The Company continuously evaluates the composition of its inventory, assessing slow-turning product. Estimated realizable value of inventory is determined based on an analysis of historical sales trends of our individual products, the impact of market trends and economic conditions, and a forecast of future demand, giving consideration to the value of current orders in-house relating to the future sales of inventory. Estimates may differ from actual results due to quantity, quality, and mix of products in inventory, customer demand, and market conditions. The Company’s historical estimates of these costs and any provisions have not differed materially from actual results. Any reserves for inventory obsolescence or shrinkage, representing the risk of physical loss of inventory, are adjusted based upon management estimates and physical inventory counts. As of December 31, 2015 and 2014, an inventory reserve of $52,147 and $7,193 has been recorded, respectively.

Concentration of Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limits. The risk is managed by maintaining all deposits in high quality financial institutions.

For the year ended December 31, 2015, one customer represented 12% of our total revenues. The loss of this customer would have a material adverse effect on our business.

Machinery and Equipment

Equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method based upon the estimated useful life of depreciable assets, which is three years for machinery and equipment.

Long-lived Assets

Machinery and equipment, along with other long-lived assets, are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying values may not be recoverable, or are less than their fair value. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and its eventual disposition. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying value, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value, considering external market participant assumptions. Assets to be disposed of and for which there is a committed plan of disposal are reported at the lower of carrying value or fair value less costs to sell.

F-7

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. As of December 31, 2015, all deferred tax assets continue to be fully reserved.

Basic Earnings (Loss) Per Share

Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income/loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Weighted average number of shares used to calculate basic and diluted loss per share is considered the same as the effect of dilutive shares is anti-dilutive for all periods presented. As of December 31, 2015 and 2014 there were 800,000 and 1,800,000 common stock equivalents not included in dilutive earnings per share as their effect is anti-dilutive.

Revenue Recognition

Revenue is recognized across all segments of the business when there is persuasive evidence of an arrangement, delivery has occurred, price has been fixed or is determinable, and collectability is reasonably assured. Revenue is recognized at the time title passes and risk of loss is transferred to customers.

Sales Reserves and Uncollectible Accounts

A significant area of judgment affecting reported revenue and net income is estimating sales reserves, which represent that portion of gross revenues not expected to be realized. In particular, wholesale revenue is reduced by estimates of returns, discounts, markdowns, and operational chargebacks. In determining estimates of returns, discounts, markdowns and operational chargebacks, management analyzes current economic and market conditions. We review and refine these estimates on a quarterly basis. As of December 31, 2015, a sales reserve had not been deemed necessary, and therefore, not recorded.

Cost of Goods Sold and Selling Expenses

Cost of goods sold includes the expenses incurred to acquire and produce inventory for sale, including product costs, freight-in, and any import costs, as well as changes in reserves for shrinkage and inventory realizability. Any costs of selling merchandise, including those associated with preparing the merchandise for sale, such as picking, packing, warehousing, and order charges (“handling costs”), are included in general and administrative fees.

Stock-Based Compensation

The Company expenses all stock-based payments to employees and non-employee directors based on the grant date fair value of the awards over the requisite service period, adjusted for estimated forfeitures.

Convertible Notes

The Company records a discount to convertible notes for the intrinsic value of conversion options embedded in debt instruments, as appropriate. Debt discounts under these arrangements are amortized to noncash interest expense using the effective interest rate method over the term of the related debt to their date of maturity.

If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and contingency has been resolved.

F-8

Recently Issued Financial Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”) issued its new lease accounting guidance in Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this ASU to the Company’s consolidated financial statements and related disclosures.

In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which will require deferred tax assets and deferred tax liabilities to be presented as noncurrent within a classified balance sheet. The ASU simplifies the current guidance which requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified balance sheet. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected. The ASU is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. We do not presently anticipate that the adoption of this standard will have a material impact on our financial statements.

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement to retrospectively account for measurement-period adjustments. This standard is effective for our financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. We intend to apply the new guidance on a prospective basis. We do not presently anticipate that the adoption of this standard will have a material impact on our financial statements.

In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting, to clarify that given the absence of authoritative guidance within ASU No. 2015-03 for debt issuance costs related to the line-of-credit arrangements, such costs may be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement. We do not presently expect the adoption of this update to have a material effect on our consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. This standard requires that inventory be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory measured using last-in, first-out or the retail inventory method are excluded from the scope of this update which is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We do not anticipate that the implementation of ASU 2015-11 will have a material impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. This standard is effective for our financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The new guidance will be applied on a retrospective basis. We do not presently anticipate that the adoption of this standard will have a material impact on our financial statements.

In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2014-15, which requires management to assess, at each annual and interim reporting period, the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and provide related disclosures. The guidance is effective for the year ended December 31, 2016, with early adoption permitted. We have assessed the impact of this standard and do not believe that it will have a material impact on our consolidated financial statements or disclosures upon adoption.

F-9

In May 2014, the FASB issued authoritative guidance amending the FASB Accounting Standards Codification and creating a new Topic 606, Revenue from Contracts with Customers. The new guidance clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP applicable to revenue transactions. This guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The existing industry guidance will be eliminated when the new guidance becomes effective and annual disclosures will be substantially revised. Additional disclosures will also be required under the new standard. In July 2015, the FASB approved a proposal that extended the required implementation date one year to the first quarter of 2018 but also would permit companies to adopt the standard at the original effective date of 2017. Implementation may be either through retrospective application to each period from the first quarter of 2016 or with a cumulative effect adjustment upon adoption in 2018. We are assessing the impact this new standard is anticipated to have on our consolidated financial statements.

NOTE 3. GOING CONCERN

During the year ended December 31, 2015, although the Company has generated revenue, thus far it has been unable to generate cash flows sufficient to support its operations and has been dependent on debt and equity financing. In addition to negative cash flow from operations, the Company has experienced recurring net losses, and has an accumulated deficit of $2,114,069 as of December 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

In order to remedy this liquidity deficiency, on March 21, 2016, the Company entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, Inc., its sole operating subsidiary, pursuant to which the Company will transfer to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc. See Note 1, Organization and Description of Business.

NOTE 4. INVENTORY

Inventory consisted of finished goods and raw materials amounting to $231,054 and $41,200, respectively as of December 31, 2015 and $143,173 and $35,177, respectively as of December 31, 2014. The Company has an inventory reserve of $52,147 and $7,193 as of December 31, 2015 and 2014, respectively.

NOTE 5. EQUIPMENT

Equipment, net consisted of the following as of December 31, 2015 and 2014:


	December 31, 2015		December 31, 2014
Machinery and equipment	$	87,749	$	87,749
Less: accumulated depreciation		(57,942)		(33,788)
Equipment, net	$	29,807	$	53,961

The Company recorded depreciation expense of $24,154 for the years ended December 31, 2015 and 2014, respectively.

NOTE 6. CONVERTIBLE NOTES

During August, 2013, the Company issued a convertible promissory note to an accredited investor in the principal amount of $50,000. The note originally bore interest at a rate of 10% per annum and had a one-year term. The note was originally convertible into shares of common stock at the rate of $0.125 per share. The convertible note was amended in September 2014 (effective July 31, 2014) to extend its maturity date to September 10, 2015, reduce the conversion rate of the note from $0.125 to $0.05 per share, allow the note holder to elect to receive stock in lieu of cash for his interest and issue the note holder 100,000 shares of common stock in consideration of this agreement upon execution. On January 21, 2015, the Company and the holder of the note agreed to reduce the conversion price of the note to $.025 per share, in consideration for which the holder agreed to extend the maturity date of the note for an additional one-year period (until September 16, 2016). Effective September 30, 2015, the holder of the note elected to convert the principal amount of the note as well as $2,384 of interest payable in exchange for 2,095,352 shares of Company common stock.

F-10

See Note 9 Related Party Transactions for disclosure concerning amounts previously owed to our former CEO, who is a significant shareholder.

At the time of issuances of the notes, the Company assessed the conversion feature to determine if it contained a beneficial conversion feature (BCF) as per ASC 470. The Company determined it did not have a BCF since the conversion price was greater than the market price of the common stock on the date of issuance.

NOTE 7. SHARE PURCHASE WARRANTS

The following table summarizes the continuity of share purchase warrants:


	Number of Warrants	Weighted Average Exercise Price
Balance, January 1, 2015	-0-	N/A

Issued, December 31, 2015	800,000	$0.102

Balance, December 31, 2015	800,000	$0.102

As of December 31, 2015, the only share purchase warrant outstanding was for 250,000 warrants with an exercise price of $0.10 expiring on December 31, 2018.

NOTE 8. LEASES

The Company leases its primary facility in Plaistow, New Hampshire for $10,400 per month from an entity owned beneficially by a significant shareholder. The lease commenced on May 1, 2015 and was terminated effective December 31, 2015. Currently the Company is a tenant at will. See Note 9 Related Party Transactions.

NOTE 9. RELATED PARTY TRANSACTIONS

The Company rents its facility, on a month to month basis. The facility consists of 19,500 square feet of office and warehouse space located in Plaistow, New Hampshire for $10,400 per month from an entity owned beneficially by the Company’s former CEO, who is a significant shareholder. The lease is a gross lease under which the landlord pays all taxes, maintenance and repairs, and insurance. The lease commenced on May 1, 2015 and was terminated effective December 31, 2015. As of December 31, 2015 and 2014, $7,000 was prepaid/advanced and $7,500 was due/owed under this agreement.

In the normal course of business, the Company sold materials to Enco Industries, a company controlled by our former CEO, who is a significant shareholder. During the year ended December 31, 2014, the Company sold $355,460 worth of materials in arms-length transactions to this related party. As of December 31, 2014, the Company was due $44,579 related to these sales. This balance was paid in January, 2015.

During August, 2013, the Company issued a convertible promissory note to an accredited investor in the principal amount of $100,000. Effective July 14, 2014, this investor became a related party due to his acquiring an additional 10,000,000 shares of common stock. The note originally bore interest at a rate of 10% per annum, had a one-year term and was convertible into shares of common stock at the rate of $0.125 per share. The note was amended in July 2014, to extend its maturity date to July 15, 2015 and to make it non-interest bearing. On January 21, 2015, the Company and the holder of the note agreed to reduce the conversion price of the note to $.025 per share, in consideration for which the holder agreed to extend the maturity date of the note for an additional one-year period (until July 15, 2016). Effective September 30, 2015, the holder of the note elected to convert the principal amount of the note in exchange for 4,000,000 shares of Company common stock.

As of December 31, 2014, $10,000 of the $25,000 cash portion of the consideration paid for the purchase of intellectual property had been paid. The remaining $15,000 is included on the consolidated balance sheet as a due to related party because the seller of the intellectual property was hired as an employee of the Company subsequent to the effectiveness of the transaction. Immediately prior to September 30, 2015, we owed $15,000 to the seller for the purchase of intellectual property. Effective September 30, 2015, the holder of the note elected to convert the principal amount of the note in exchange for 188,663 shares of Company common stock.

F-11

During the year ended December 31, 2014, the Company's CEO paid $153,745 in expenses of the Company through the use of his personal funds and personal credit cards. On January 21, 2015, $100,000 of this liability was evidenced by a convertible note. During the year ended December 31, 2015, $53,745 was repaid and our former CEO elected to convert the convertible promissory note in the principal amount of $100,000 into 4,000,000 shares of common stock. These balances were previously reflected in the account captioned “Due to Officer.”

See Note 13 – Subsequent Events.

On July 14, 2014, the Company and its CEO, Michael R. Rosa, entered into an agreement with Mark Shefts, as follows:

(1)

Mr. Shefts: (i) agreed to provide management advisory services to the Company for a period of one year, for $1,000 per month, (ii) made a $125,000 equity investment into the Company, in exchange for 10 million shares of the Registrant’s common stock, (iii) agreed to extend the maturity date of his convertible promissory note in the principal amount of $100,000 until July 15, 2015 and make the note non-interest bearing, and (iv) will have the option of becoming CEO and a member of the board of the Company. See Note 13 – Subsequent Events;

(2)

Mr. Shefts and the Company’s CEO agreed to endeavor for a specified of time to appoint a mutually agreeable person to act as a director of the Company. In the event that Mr. Shefts and the Company’s CEO are unable to agree on a third director, Mr. Shefts would have the right to appoint the third director;

(3)

Michael R Rosa, CEO of the Company, agreed to surrender approximately 6,692,500 shares of the Registrant’s common stock to the treasury, to be restored to the status of authorized but unissued shares; and

(4)

Mr. Rosa agreed to accept a promissory note in the amount of $98,268 for amounts he has advanced on behalf of the Company through June 30, 2014. As of December 31, 2014, the amount advanced totaled $153,745 as is included in the consolidated balance sheet as due to officer. This note was issued on January 21, 2015 for $100,000 and is non-interest bearing and matures on July 15, 2016. See Note 13 – Subsequent Events

The Agreement also provides that if the Board of Directors should at any time determine to discontinue the business operations of the Company, then, subject to compliance with applicable laws, the Company will transfer to Michael R. Rosa its discontinued operating businesses, in exchange for his surrendering to the Company all shares of common stock of the Company owned or controlled by him. See Note 13, Subsequent Events.

In connection with the foregoing transaction, the Company, on July 14, 2014, sold to Rushcap Group, Inc. (Mark Shefts’ designee) (an accredited investor) 10,000,000 shares of its common stock, for aggregate consideration of $125,000 (a per-share price of $.0125).

On September 26, 2014, the Company entered into an agreement with Rushcap Group, Inc. (controlled by Mark Shefts (then a significant shareholder)) to provide a revolving line of credit to purchase inventory to the Company. The maximum borrowing amount under this agreement was $300,000. Under the Agreement, interest was payable at a rate of 3.5% per advance for the first 30-day period or portion thereof, then 1.5% per 30-day period or portion thereof until paid with a maximum borrowing term of 120 days per advance. The Agreement also provided that payments are due within 30 days of the Company receiving payment from the customer for invoices which are funded under this agreement. Rushcap had informally allowed the Company to treat the revolving line of credit as a term loan (not requiring payment of the principal as the Company receives payment) and has allowed the Company to pay a flat interest rate of 2% per month. On May 13, 2015, Rushcap advised us that effective immediately, we must direct our customers to remit A/R payments directly to Rushcap in payment of amounts we owe Rushcap under the line of credit. Rushcap has also stated that it intends to loan the moneys it receives back to our wholly owned operating subsidiary. Effective May 29, 2015, this agreement was amended to increase the borrowing amount to $750,000 and amend the interest rate to 2% per month until the principal advanced is paid in full. Through December 31, 2015, $719,845 had been advanced to the company under this agreement. See Note 13, Subsequent Events.

On March 24, 2015 the Company awarded its then CFO (new President and CFO) warrants to purchase 750,000 shares of common stock, at an exercise price of $.10 per share, subject to vesting annually over a three-year period commencing December 31, 2015. These warrants include a cashless exercise feature. See Note 10 – Stockholders’ Equity.

F-12

NOTE 10. STOCKHOLDERS’ EQUITY

Private Offering

On July 12, 2014, the Company sold 3,000,000 shares of its common stock to a single accredited investor for gross proceeds of $6,000 (a per share price of $.002).

On July 14, 2014, the Company sold 10,000,000 shares of its common stock to a single accredited investor for gross proceeds of $125,000 (a per share price of $.0125).

On January 22, 2015, the Company sold an aggregate of 1,848,571 shares of our common stock to two accredited investors for gross proceeds of $3,697 (a per share price of $.002).

On December 31, 2015, the Company agreed to sell an aggregate of 2,100,000 shares of our common stock to three accredited investors for gross proceeds of $12,000 (an average per share price of $.006).

Common Stock Issued for the Extinguishment of Liabilities

Effective September 30, 2015, the holder of a $50,000 note elected to convert the principal amount of the note as well as $2,384 of interest payable into 2,095,352 shares of Company common stock.

Effective September 30, 2015, the holders of two $100,000 notes elected to convert the principal amounts of their respective notes into 4,000,000 shares each of Company common stock.

Effective September 30, 2015, the holder of a $15,000 related party note elected to convert the principal amount of the note into 188,663 shares of Company common stock.

Effective September 30, 2015, several persons owed in the aggregate $98,388 elected to convert their respective debt into an aggregate of 945,220 shares of Company common stock.

Stock-Based Compensation

On July 22, 2013, the Company issued 100,000 shares of its common stock to a consultant as a retainer for services to be provided. The shares were valued at $10,000 or $0.10 per share. The consultant received an additional 25,000 shares for services on August 1, 2013 and 32,500 shares on September 1, October 1, November 1 and December 1, 2013. These shares were valued at $15,500 or $0.10 per share. The consultant was scheduled to receive an additional 32,500 shares per month for services, for so long as he remains a consultant to the Company. Effective July 14, 2014, this agreement was modified to $1,000 per month for one year.

In January, 2014, the Company issued an aggregate of 750,000 shares of common stock to Network 1 Financial Securities LLC (“Network 1”) and its designees as compensation for services to be rendered in connection with a placement agent agreement entered into with Network One. These shares were valued at $0.10 per share.

In August 2014, the Company entered into an agreement with an accountant (now the company’s President and CFO) pursuant to which he was compensated for his services at a rate of $75 per hour for the first 20 hours per week, then 1,000 shares per hour for every hour, or partial hour, thereafter. These shares are valued at $0.0125 per share. Through December 31, 2015, the Company has issued all 195,000 shares under this agreement.

On February 10, 2015, the Company issued 75,000 shares to a third party in recognition of services. There shares were valued at $0.002 per share.

On March 24, 2015 the Company granted 750,000 warrants to its then Chief Financial Officer (now President and CFO). The warrants vest over a three-year period with 250,000 warrants vesting each year. The warrants are exercisable at $.10 per share and expire on December 31, 2018. The Company recognizes stock-based compensation in the financial statements for all share-based awards to employees, including grants of warrants, based on their fair values. The Company uses the Black-Scholes valuation model to estimate the fair value of stock option grants. The Black-Scholes model incorporates calculations for expected volatility and risk-free interest rates and these factors affect the estimate of the fair value of the Company’s stock option grants. The Company used the following variables in its Black-Scholes calculation. Exercise price of $0.10, stock price of $0.002, risk free rate of .5%, term of 3 years and volatility of 200%. The total fair value of the warrants is $750. Total stock based compensation expense for the year ended December 31, 2015 $250.

F-13

NOTE 11. INCOME TAXES

A reconciliation of the expected income tax benefit (provision) computed using the federal statutory income tax rate of 34% and New Hampshire statutory income tax rate of 8.5% to the Company’s effective income tax rate is as follows:


	2015	2014
Book income (loss) from operations	(249,688)	(320,464)
Stock/options issued for services	143	43,111
Depreciation and amortization	10,265	11,189
Change in valuation allowance	239,279	266,163
Income Tax Expense	-	-

The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax liabilities are presented below:


	2015	2014
Cumulative NOL	(1,826,853)	(1,263,843)

Deferred Tax assets:
(34% Federal, 8.5% Avg. Corp. Rate)
Net operating loss carry forwards	(898,479)	(648,791)
Stock/options issued for services	71,941	71,798
Depreciation and amortization	24,625	14,360
Impairment Expense	25,500	25,500
Valuation allowance	776,413	537,133
Income tax provision	-	-

Deferred income taxes result from temporary differences between income tax and financial reporting computed at the effective income tax rate. The Company has established a valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realization of such assets. Management periodically evaluates the recoverability of the deferred tax assets. At such time it is determined that it is more likely than not that deferred tax assets are realizable, the valuation allowance will be reduced.

The Company files U.S. federal and New Hampshire income tax returns. Our major tax jurisdictions are U.S. federal and the State of New Hampshire and are subject to tax examinations for the open years from 2012 through 2015. As of the date of this filing, the Company has not filed its tax return for the fiscal year ended 2015. While none are anticipated, fines and/or penalties may be associated with the delinquent filing.

As of December 31, 2015 and 2014, the Company had net operating loss carry-forwards for federal and state income tax purposes of approximately $1,780,000 and $1,264,000, respectively. Such carry-forwards may be used to reduce taxable income, if any, in future year subject to limitations of Section 382 of the Internal Revenue Code for federal income and New Hampshire tax purposes. The Company believes an ownership change may have occurred, as defined by Sections 382 and 383 of the Internal Revenue Code, which could result in the forfeiture of a significant portion of its net operating loss carry-forwards. The Company is not using any tax attributes in the current year, but will analyze whether a change occurred and the related impact on its gross deferred tax assets, if needed. As the Company's analysis is not complete, the impact to its gross deferred tax assets is uncertain.

NOTE 12 – LEGAL PROCEEDINGS

Except as disclosed herein, we are not a party to any pending legal proceeding. To the knowledge of our management, except as disclosed herein, no federal, state or local governmental agency is presently contemplating any proceeding against us.

F-14

On November 3, 2014, the Company filed a letter with DLA opposing the proposed notice of debarment based on EST’s alleged affiliation with the other company.

NOTE 13 – SUBSEQUENT EVENTS

On February 16, 2016, The Rushcap Group, Inc. (“Rushcap”), an affiliate of Mark Shefts (then a significant shareholder), notified the Company that, effective March 31, 2016, it was discontinuing its funding of the Company’s wholly owned subsidiary under the Inventory Financing Agreement dated June 19, 2015. Rushcap reserved the right to discontinue the funding prior to March 31, 2016, if it so determined. Thus far, Rushcap has since March 31, continued to provide funding. The discontinuation of funding will have a material adverse effect on the Company’s business, financial condition and results of operation, as the Company does believe that it will be able to timely secure funding to replace the discontinued Inventory Financing.

In light of the discontinuation of funding, the Company’s Board of Directors spent approximately one month assessing the operating company’s current business and funding prospects, including whether to transfer the operating subsidiary to Michael R. Rosa, the Company’s founder and a significant shareholder, in accordance with that certain Agreement between the Company, Mr. Rosa and Mr. Shefts, dated July 14, 2014 (“Break-up Agreement”). The Break-up Agreement was disclosed in the Company’s Current Report on Form 8-K filed July 18, 2014, which is incorporated herein by this reference.

The Company’s Board of Directors concluded that the discontinuation of funding would have a material adverse effect on the Company’s business, financial condition and results of operation, as it did not believe that it would be able to timely secure funding to replace the discontinued Inventory Financing.

On March 17, 2016, the Company’s Board of Directors approved the sale of the Company’s sole operating subsidiary, Enviromart Industries, Inc., to Michael R. Rosa, the Company’s founder and a significant shareholder, as contemplated by that certain Agreement between us, Mr. Rosa and Mark Shefts, dated July 14, 2014 (“Break-up Agreement”). The Break-up Agreement was originally disclosed in the Company’s Current Report on Form 8-K filed July 18, 2014, which is incorporated herein by this reference.

On March 21, 2016, we entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, Inc., the Company’s sole operating subsidiary, pursuant to which we will transfer to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc.

In consideration for the transfer of the operating subsidiary to Mr. Rosa, of the 13,567,500 shares of the Company’s common stock currently owned by him, Mr. Rosa will surrender to us 12,567,500 shares, which shares will be returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. have agreed to assume and discharge any and all of the Company’s liabilities existing as the closing date, of which there are expected to be none, as all of the Company’s operations have been conducted through Enviromart Industries, Inc. (its operating subsidiary).

The above described purchase and sale transaction is expected to close on or about May 31, 2016, effective March 31, 2016, and must be approved by a majority of the Company’s shareholders, which approval we intend to obtain by written consent. Upon consummation of the purchase and sale transaction, the Company’s operating business will have been discontinued, and we will focus on seeking to acquire a profitable operating business with strong growth potential.

On March 23, 2016, Mr. George Adyns resigned from the Company’s board of directors, but will remain as President, Secretary and CFO until the closing of the purchase and sale transaction.

Per the guidance at ASU 2014-10, the Company will present discontinued operations related to this in the period in which either the discontinued operation has been disposed of or classified as held for sale.

F-15

ITEM 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

ITEM 9A(T): Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the president and secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our president and controller, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our president and treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective, based on having insufficient resources to establish an effective control and procedures environment during 2015. Although we do have a full time CFO, there is not enough personnel to establish proper controls and procedures with checks and balances at this time

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our President and CFO evaluated the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on this evaluation, our President and CFO concluded that, as of December 31, 2015, our internal control over financial reporting were not effective, based on having insufficient resources to establish an effective control environment during 2015.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Security and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

During the year covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 10: Directors, Executive Officers, and Corporate Governance

Directors and Executive Officers

The following table sets forth certain information regarding our directors and executive officers as of December 31, 2015


Name	Age	Position
George R. Adyns (1)	44	Director, President and Chief Financial Officer

(1)

George R. Adyns became our CFO on January 2, 2015 and President on April 24, 2015. He resigned as a director on March 23, 2016.

Laurence H. King became a director of the Company on February 16, 2016, as disclosed in our Form 8-K Current Report filed with the SEC on February 19, 2016 and incorporated herein by this reference.

George R. Adyns, President and Chief Financial Officer

Mr. Adyns has been our Chief Financial Officer since January 2, 2015 and our President and sole director since April 24, 2015. From August 4, 2014 until December 31, 2014, he provided accounting services to us on a consulting basis. Since 2002, Mr. Adyns, who is a Certified Public Accountant, has provided tax, financial and accounting services to his business clients. In addition, from July 2012 until December, 2013, Mr. Adyns served as CFO for the Center for Social Innovation, LLC. From April 2008 until December, 2010, he served as a senior consultant at Accounting Management Solutions, an advisory firm that provided financial, tax and accounting services to its business clients. Mr. Adyns holds a BS in Finance and Accounting from Merrimack College. He is a Certified Public Accountant.

Significant Employees

We have no employees who are not executive officers, but who are expected to make a significant contribution to our business.

Family Relationships

There are no family relationships between our officers and directors.

Involvement in Certain Legal Proceedings

During the past 10 years, to our knowledge, except as described below, none of our present or former directors, executive officers or persons nominated to become directors or executive officers has been the subject of any of the following:

(1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two (2) years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed,

suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any federal or state securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

On November 3, 2014, the Company filed a letter with DLA opposing the proposed notice of debarment based on EST’s alleged affiliation with the other company.

Compliance with Section 16(a) of the Exchange Act

The common stock of the Company is registered under the Exchange Act, and therefore, the officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon review of the copies of such forms furnished to us during the fiscal year ended December 31, 2015, there were no untimely filings of Section 16(a) reports.

Code of Ethics

As of yet, we have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Corporate Governance

Nominating Committee

We have not established a Nominating Committee because, given that we presently have only one director and one executive officer, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our Board of Directors.

Audit Committee

We have not established an Audit Committee because, given that we presently have only one director and one executive officer, we believe that we are able to effectively manage the issues normally considered by an Audit Committee.

ITEM 11: Executive Compensation

All Compensation

No deferred compensation or long-term incentive plan awards were issued or granted to our management during the years ended December 31, 2015 or 2014. Furthermore, no member of our management has been granted any option or stock appreciation rights; accordingly, no tables relating to such items have been included within this Item. The following table sets forth the aggregate compensation paid by our Company for services rendered during the periods indicated:

SUMMARY COMPENSATION TABLE

(1)

Mr. Faris’ employment terminated on July 14, 2014

(2)

Mr. Ash’s employment terminated on August 6, 2014

(3)

Mr. Rosa stepped down as president and CEO on April 24, 2015. From April 25, 2015 through September 18, 2015 he was a consultant on a weekly retainer of $1,540. From September 21, 2015 through December 31, 2015, he was Director of Sales and was paid based on a salary of $80,000 per annum.

George Adyns became our CFO effective January 2, 2015. He has no employment contract and his annual salary is $85,000. On March 24, 2015, our board of directors granted Mr. Adyns a warrant to purchase 750,000 shares of our common stock at an exercise price of $.10 per share. The warrant has a cashless exercise provision and expires December 31, 2018. On April 24, 2015, Mr. Adyns became our President and sole director.

Outstanding Equity Awards at Fiscal Year-End

None, not applicable.

Compensation of Directors

There are no standard arrangements pursuant to which our directors are compensated for any services provided as director, including services for committee participation or for special assignments. Our directors received no compensation for service as directors for the year ended December 31, 2015.

ITEM 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners

The following table sets forth the ownership by (i) any person known to us to be the beneficial owner of more than five percent (5%) of any of our outstanding voting securities and (ii) members of our management as of March 31, 2016. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership is based upon 50,419,275 shares of common stock outstanding at that date.

Beneficial Owners


Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class
Michael R. Rosa 14 Hawkins Pond Lane Salem, NH 03079	Common Stock	13,657,500	Direct	27.1%

Wanda Shefts 160 Summit Ave Montvale, NJ 07645	Common Stock	18,400,500		36.5%

Gabrielle Hager 16 Cedar Road Andover, MA 01810	Common Stock	4,710,000	Direct	9.3%

John G. Nossiff 300 Brickstone Square, Suite 201 Andover, MA 01810	Common Stock	3,956,000	Direct	7.8%

SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.

Changes in Control

The Company, on July 14, 2014, sold to a designee of Mark Shefts (Rushcap Group, Inc.) (an accredited investor) 10,000,000 shares of its common stock, for aggregate consideration of $125,000 (a per-share price of $.0125).

On July 14, 2014, Michael R Rosa, then CEO of the Company, surrendered 6,692,500 shares of our common stock to the treasury, to be restored to the status of authorized but unissued shares .

Securities Authorized for Issuance under Equity Compensation Plans

None, not applicable.

ITEM 13: Certain Relationships and Related Party Transactions, and Directors Independence

Transactions with Related Persons

The Company rents its facility, on a month to month basis. The facility consists of 19,500 square feet of office and warehouse space located in Plaistow, New Hampshire for $10,400 per month from an entity owned beneficially by the Company’s former CEO, who is a significant shareholder. The lease is a gross lease under which the landlord pays all taxes, maintenance and repairs, and insurance. The lease commenced on May 1, 2015 and was terminated effective December 31, 2015. As of December 31, 2015, $7,000 was prepaid/advanced under this agreement.

As of December 31, 2015, $10,000 of the $25,000 cash portion of the consideration paid for the purchase of intellectual property had been paid. The remaining $15,000 was included on the consolidated balance sheet as a due to related party because the seller of the intellectual property was hired as an employee of the Company subsequent to the effectiveness of the transaction. Immediately prior to September 30, 2015, we owed $15,000 to the seller for the purchase of intellectual property. Effective September 30, 2015, the holder of the note elected to convert the principal amount of the note in exchange for 189,000 shares of Company common stock.

See Note 13 – Subsequent Events.

On July 14, 2014, the Company and its CEO, Michael R. Rosa, entered into an agreement with Mark Shefts, as follows:

(1)

(2)

(3)

(4)

On March 23, 2016, Mr. George Adyns resigned from our board of directors, but will remain as President, Secretary and CFO until the closing of the purchase and sale transaction.

Promoters and Certain Control Persons

See the heading “Transactions with Related Persons” above.

Director Independence

Currently, we have no independent directors serving on our Board of Directors.

ITEM 14: Principal Accounting Fees and Services

The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended December 31, 2015 and 2014:


Fee Category	2015		2014
Audit Fees	$	32,500	$	30,000
Audit related Fees		-		-
Tax Fees		-		-
All other Fees		-		-
Total Fees	$	32,500	$	30,000

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We have not established an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

PART IV

ITEM 15: Exhibits, Financial Statement Schedules

(a)(1)(2) Financial Statements. See the audited financial statements for the year ended December 31, 2013 contained in Item 8 above which are incorporated herein by this reference.

(a)(3)

ITEM 16. Exhibits


		Incorporated by Reference
Exhibit	Exhibit Description	Filed Herewith	Form	Period Ending	Exhibit	Filing Date
3.1	Certificate of Incorporation, as amended		10-Q		3.1	01/23/2015
3.2	By-Laws		10		3.2	07/09/2012
4.1	Specimen Stock Certificate		10		4.1	07/09/2012
10.1	Asset purchase agreement between registrant, Michael Rosa and SpillCon Solutions, Inc.		8-K		10.1	06/27/2013
10.2	Asset purchase agreement between registrant, Michael Rosa and Remote Aerial Detection Systems, Inc.		8-K		10.2	06/27/2013
10.3	Asset purchase agreement between registrant, Michael Rosa and EnviroPack Technologies, Inc.		8-K		10.3	06/27/2013
10.4	Asset purchase agreement between registrant, Mark Ceaser and SorbTech Manufacturing, Inc.		8-K		4.01	09/27/2013
10.5	Agreement between registrant and Network 1 Financial Securities, Inc. dated January 13, 2014		10-Q	06/30/2014	10.5	08/19/2014
10.6	Agreement between Mark Shefts, registrant and Michael Rosa dated July 14, 2014		10-Q	09/30/2014	10.6	11/19/2014
10.7	Amended and Restated Promissory Note with Rushcap Group effective May 29,2015		10-Q	06/30/2015	10.7	08/14/2015
10.8	Amended and Restated Purchase Order Financing Agreement with Rushcap Group effective May 29, 2015		10-Q	06/30/2015	10.8	08/14/2015
10.9	First Amended and Restated Convertible Note with Shefts Family LP dated January 21, 2015		10-Q	03/31/2015	10.9	01/23/2015
10.10	Convertible Note with Michael R. Rosa dated January 21, 2015		10-Q	03/31/2015	10.10	01/23/2015
10.11	Stock Purchase and Sale between Registrant, Enviromart Industries, Inc. and Michael R. Rosa, dated March 21, 2016	X
31**	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended	X
32	Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

** Furnished, not filed

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE ENVIROMART COMPANIES, INC.



Date:	04//14/2016	By:	/s/George R. Adyns
			George R. Adyns, President and CFO

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

THE ENVIROMART COMPANIES, INC.



Date:	04//14/2016	By:	/s/George R. Adyns
			George R. Adyns , President and CFO (Principle Executive and Financial Officer)


Date:	04//14/2016	By:	/s/Laurence King
			Laurence King, Chairman

STOCK PURCHASE AND SALE AGREEMENT

by and between

The Enviromart Companies, Inc. (“Seller”);

Enviromart Industries, Inc. (“Company”)

And

Michael R. Rosa (“Purchaser”)

Dated as of March 21, 2016

EXECUTION COPY

STOCK PURCHASE AND SALE AGREEMENT

THIS STOCK PURCHASE AND SALE AGREEMENT (this “ Agreement ”), dated as of March 21, 2016 , is by and between The Enviromart Companies, Inc., a Delaware Corporation (“ Seller ”), Enviromart Industries, Inc., a Delaware Corporation that is a wholly-owned subsidiary of Seller (the “ Company ”), each having its principal place of business at 4 Wilder Dr., #7, Plaistow, NH 03865, and Michael R. Rosa, an individual with an address of 4 Wilder Dr., #, 7, Plaistow, NH 03865 (the “ Purchaser ”) (collectively, sometimes referred to as the “ Parties ”).

RECITALS

Reference is made to that certain Agreement by and between Mark Shefts, the Seller, and the Purchaser, dated July 14, 2014 (“Investment Agreement”), under which such persons agreed, among other things, that, under specified conditions, the Seller would transfer the all of the issued and outstanding shares of common stock of the Company (the “Company Shares”) to the Purchaser.

“Agreement” has the meaning set forth in the preamble.

“Closing Balance Sheet” has the meaning specified in Section 5.

“Company” has the meaning set forth in the preamble.

“Company Shares” has the meaning set forth in the recitals.

“ Governmental Authority ” means any government or political subdivision or regulatory body, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision or regulatory authority, or any federal, state, local or foreign court or arbitrator.

“Indemnified Person” means any person entitled to be indemnified under Section 9.

“Indemnifying Person” means any person obligated to indemnify another person under Section 9 .

“ Law ” means any law, statute, code, ordinance, regulation or other requirement of any Governmental Authority.

“ Lien ” means any mortgage, lien, pledge, encumbrance, security interest, claim, charge, and/or defect in title or other restriction.

“ Order ” means any order, judgment, injunction, award, decree, ruling, charge or writ of any Governmental Authority.

“ Parties ” has the meaning set forth in the preamble.

“ Permit ” means any permit, license, approval, consent, or authorization issued by a Governmental Authority.

“ Person ” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, trust, or other entity.

“ Proceeding ” means any complaint, action, lawsuit, hearing, investigation, charge, audit, claim or demand.

“ Purchase Price ” has the meaning set forth in Section 3 .

“ Purchaser ” has the meaning set forth in the preamble.

“ Seller ” has the meaning set forth in the preamble.

“ Seller Shares ” has the meaning set forth in Section 3 .

“Third Party Action” means any written assertion of a claim, or the commencement of any action, suit, or proceeding, by a third party as to which any person believes it may be an Indemnified Person hereunder.

EXECUTION COPY

PURCHASE AND SALE OF STOCK .

2.1

Purchase of Company Shares.

Subject to the provisions of this Agreement, the Seller agrees to sell, and Purchaser agrees to purchase, at the Closing (as defined in Section 2.2 hereof), the Company Shares, which shares constitute, and will constitute at the Closing, 100% of the issued and outstanding capital stock of the Company.

2.2

Time and Place of Closing.

The closing of the purchase and sale provided for in this Agreement (herein called the “Closing”) shall be held on April 30, 2016 or at such other date or time as may be fixed by mutual agreement of the parties (the “Closing Date”), but shall be effective March 31, 2016. In no event shall the Closing Date be extended beyond May 30, 2016.

2.3

Instruments of Conveyance.

In addition to any other documents to be delivered under other provisions of this Agreement, in order to convey the Company Shares, at the Closing: the Seller shall deliver to Purchaser (a) certificates for all the Company Shares owned by Seller, duly endorsed in blank for transfer, or with stock powers attached duly executed in blank, with all signatures notarized, if requested by Purchaser and (b) such other documents as may be required to effect a valid transfer of the Company Shares by the Seller, free and clear of any and all Encumbrances under Article 8 of the Uniform Commercial Code of the State of New Hampshire or otherwise. Such instruments of transfer (i) shall be in the form and substance reasonably satisfactory to Purchaser, and (ii) shall effectively vest in Purchaser good and marketable title to all the Company Shares, free and clear of all Encumbrances.

In addition to any other documents to be delivered under other provisions of this Agreement, in order to convey the Seller Shares, at the Closing: Purchaser shall deliver to the Seller: (a) certificates for all the Seller Shares owned by Purchaser, duly endorsed in blank for transfer, or with stock powers attached duly executed in blank, with all signatures medallion guaranteed and (b) such other documents as may be required to effect a valid transfer of the Seller Shares by the Purchaser, free and clear of any and all Encumbrances under Article 8 of the Uniform Commercial Code of the State of New Hampshire or otherwise. Such instruments of transfer (i) shall be in the form and substance reasonably satisfactory to Seller, and (ii) shall effectively vest in Seller good and marketable title to all the Seller Shares, free and clear of all Encumbrances. .

PURCHASE PRICE

3.1

Purchase Consideration . In consideration of the Seller’s transfer of the Company Shares to the Purchaser, the Purchaser shall surrender to the Seller, for cancellation at the Closing, 12,657,500 shares of Seller’s common stock (the “Seller Shares”) (the “Purchase Price”), along with stock powers executed in blank with signatures medallion guaranteed. Such shares shall be endorsed by Purchaser so as to permit them to be returned to the status of authorized and unissued shares.

3.2

Title . Upon receipt of the Purchase Price, all Seller’s right, title and interest in and to the Company Shares, shall, without further action on the part of the Seller, be vested in the Purchaser free and clear of any and all Liens.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchaser and the Company as follows:

4.1

Execution, Delivery and Performance of Agreement . The Seller has the power and authority to execute, deliver and perform fully his obligations under this Agreement.

4.2

Title to Company Shares . Seller is the record and beneficial owner of the Company Shares and is in possession of the certificate(s) evidencing such ownership. The Company Shares to be delivered by Seller to Purchaser pursuant to this Agreement will be, when delivered, duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of all Encumbrances, under Article 8 of the Uniform Commercial Code of the State of New Hampshire or otherwise.

4.3

Enforceability . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Seller and constitute the valid and legally binding obligations of the Seller enforceable against the Seller in accordance with its terms.

EXECUTION COPY

4.4

No Conflict . Neither the execution of this Agreement, nor the performance by the Seller of its obligations hereunder will violate or conflict with any agreement by which the Seller is bound, or any applicable Law or Order.

4.5

Consents . No consent of any third party or Governmental Authority is required in connection with the execution and delivery by the Seller of this Agreement and/or the consummation of the transactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER & COMPANY

The Purchaser and the Company hereby represent and warrant to the Seller as follows:

5.1

Existence and Good Standing . The Seller is a Delaware Corporation, duly formed, validly existing and in good standing under the laws of the state of Delaware.

5.2

Execution, Delivery and Performance of Agreement . The Purchaser and the Company each have the power and authority to execute, deliver and perform fully their respective obligations under this Agreement.

5.3

Enforceability . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Purchaser and the Company and constitute the valid and legally binding obligations of each of them, enforceable against them in accordance with its terms.

5.4

No Conflict . Neither the execution of this Agreement, nor the performance by the Purchaser and the Company of their respective obligations hereunder or thereunder will violate or conflict with the Company or Purchaser’s entry into or performance under this Agreement or the Company’s organizational documents, or any applicable Law or Order.

5.5

Consents . No consent of any third party or Governmental Authority is required in connection with the execution and delivery by the Purchaser or the Company of this Agreement and/or the consummation of the transactions contemplated hereby.

5.6

Closing Balance Sheet. Attached hereto as Exhibit A is a balance sheet of the Seller, prepared by Seller’s President and CFO, which shall be delivered at the Closing and dated as of the Closing Date (the “Closing Balance Sheet”), and which shall reflect that the Seller, after giving effect to the transactions contemplated hereby, has zero assets and zero liabilities as of the Closing Date. In the preparation of the Closing Balance Sheet, the following provisions shall apply:

(a) GAAP . The Closing Balance Sheet shall be prepared in accordance with GAAP.

(b) Consistency . The same accounting principles, practices, procedures and policies that were used in preparing the Seller Balance Sheet dated December 31, 2015 shall be used in preparing the Closing Balance Sheet, and the computational methods and assumptions used in preparing the Seller Balance Sheet shall be used in the preparation of the Closing Balance Sheet. If the Company has no consistent practice or if the Company’s consistent practice is not in accordance with GAAP, GAAP shall be applied.

5.7

Financial Statements. The Closing Balance Sheet is complete and correct and fairly presents the financial position of the Seller on the Closing Date. Such Closing Balance Sheet has been prepared in accordance with GAAP consistently applied throughout the periods involved and prior periods, except for the omission of footnotes otherwise required by GAAP in the case of interim financial statements.

5.8

Absence of Undisclosed Liabilities.

As of the Closing Date, the Seller has no liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due).

5.9

Payment of Taxes.

(a) The Seller has duly and timely filed, after taking into account valid extensions therefore, all Tax Returns required to be filed by it with any Governmental Authority with respect to Taxes. All of the Tax Returns are complete and correct in all respects.

EXECUTION COPY

(b) With respect to all other Taxes for which no return is required or which have not yet accrued or otherwise become due, adequate provision has been made in the Closing Balance Sheet. The provisions for Taxes reflected in the Closing Balance Sheet are adequate to cover any liabilities of the Seller for Taxes in respect of its business, properties and operations during the periods covered by said financial statement and all prior periods. Any Taxes which the Seller is required to withhold or collect have been withheld or collected and paid over or will be paid over to proper Governmental Authorities as required by Law.

5.10

Seller SEC Reports.

(a) The Seller has filed or caused to be filed all registration statements, prospectuses, reports, schedules, forms or statements, and other documents (including exhibits and other information incorporated therein), required to be filed by it with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act for the last three fiscal years of the Seller (the “Seller SEC Reports”) As of their respective dates, the Seller SEC Reports complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller SEC Reports, and none of the Seller SEC Reports when filed (or, if amended or superseded by a filing before the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) The financial statements of Seller included in the Seller SEC Reports (including any related notes) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K, as applicable, of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Seller and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments (which were not and are not expected to be material in amount).

5.11

Disclosure of Material Information.

Neither this Agreement, nor the financial statements (including the footnotes thereto), any Schedule, any exhibit, document or certificate delivered by or on behalf of the Purchaser or the Company pursuant hereto contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements herein or therein not misleading. There is no fact which has a Material Adverse Effect on the Seller or its business or may in the future (so far as can now be reasonably foreseen), may have a Material Adverse Effect on the Seller or its business which has not been specifically disclosed herein or on a Schedule hereto.

6 .

COVENANTS OF PURCHASER AND COMPANY PRIOR TO CLOSING

The Company and the Purchaser each hereby covenant and agree with the Seller as follows:

6.1

Access to Information.

From and after the date hereof, at reasonable times and upon reasonable notice to the Company, the Seller shall be entitled, through its employees, advisors and Representatives, to make such investigation of the assets, properties, facilities, personnel, business and operations of the Company and the business of the Seller and, to make such examination of the books, records and financial condition of the Seller and the business of the Seller, as Seller reasonably requests. No investigation by Seller shall diminish, obviate or constitute a waiver of, the enforcement of any of the representations, warranties, covenants or agreements of the Company or Purchaser under this Agreement. The Company and Purchaser shall furnish the Representatives of Seller with all information and copies of documents concerning the affairs of the business of the Seller and Company as such Representatives may reasonably request and shall cause the appropriate officers, employees, consultants, agents, accountants and attorneys of Seller and the Company to cooperate fully with such Representatives in connection with such review and examination and shall make full disclosure to Seller of all material facts affecting the financial condition and business operations of the Seller and the Company.

EXECUTION COPY

6.2

Seller SEC Filings . The Purchaser and the Company shall cause the Company’s President and CFO to prepare, at the Company’s expense, and cause to be filed in a timely manner the following Seller SEC reports: Annual Report on Form 10K for the year ended December 31, 2015, Quarterly Reports on Form 10Q for the interim periods through and including the Closing Date, and all Current Reports with respect to all matters that are reportable through and including the Closing Date. The legal and accounting fees associated with the Seller SEC filings shall be paid by the Company out of Company funds collected by The Rushcap Group, Inc. (“Rushcap”) pursuant to the Inventory Financing Agreement dated June 19, 2015, as it may be amended from time to time (“Inventory Financing Agreement”). To the extent such funds collected by Rushcap are insufficient to pay such fees, Rushcap shall pay such fees on behalf of the Company and the amount of any such payments shall be deemed advanced to the Company by Rushcap and added to the amount owed by the Company to Rushcap under the Inventory Financing Agreement.

6.3

Transaction Costs . The Purchaser and the Company shall reimburse the Seller for all professional fees and expenses incurred in connection with the transactions contemplated hereby. The professional fees associated with the transactions contemplated hereby shall be paid by the Company out of Company funds collected by The Rushcap Group, Inc. pursuant to the Inventory Financing Agreement. To the extent such funds collected by Rushcap are insufficient to pay such fees, Rushcap shall pay such fees on behalf of the Company and the amount of any such payments shall be deemed advanced to the Company by Rushcap and added to the amount owed by the Company to Rushcap under the Inventory Financing Agreement.

6.4

Seller’s Corporate Records . The Purchaser and the Company shall cause the Seller’s President and CFO to deliver at the Closing all the corporate records and documents of the Seller, including without limitation, contracts, agreements, and corporate and financial records of every nature and kind.

6.5

Affirmative Covenants with Respect to Ordinary Course of Business.

Between the date of this Agreement and the Closing, the Seller will, and will cause the Company to, do each of the following with respect to the Company and the Seller:

(a) conduct the Seller and the Company’s business only in the ordinary course of business;

(b) prevent any change with respect to its banking arrangements;

(c) keep intact its current business organization, to keep available its present officers, agents and employees and to preserve the goodwill of those persons having business relations with it;

(d) withhold or remit with respect to any employees all employment taxes;

(e) maintain true, correct and complete books of accounts and records relating to the business of the Seller and the Company;

(f) comply in all respects with all Laws applicable to the conduct of the Seller and Company’s business or its properties or assets;

(g) pay any and all Taxes imposed upon the Seller it or its income, profits or assets, or otherwise required to be paid by it;

(h) pay when due any liability or charge that if, unpaid, might become an Encumbrance upon any of the Seller’s assets;

(i) File all Seller SEC Reports required by Section 6.2 hereof.

6.6

Negative Covenants with Respect to Ordinary Course of Business.

Between the date of this Agreement and the Closing, the Sellers will, and will cause the Company to, do the following with respect to the Company and the Seller:

(a) refrain from making any purchase, sale or disposition of any asset or property of the Seller and from mortgaging, pledging or, subjecting to any encumbrance any of its properties or assets;

(b) refrain from entering into any contract or commitment;

EXECUTION COPY

(c) refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or;

(d) refrain from entering into any material agreement or amending or terminating any material contract, agreement or license to which it is a party or waiving or releasing any material right or claim;

(e) refrain in from making any change or incurring any obligation to make a change in its Articles of Organization or by-laws or its authorized or issued capital stock or any other of its securities, including warrants and options;

(f) refrain from declaring, setting aside or paying any dividend or making any other distribution in respect of capital stock, or making any direct or indirect redemption, purchase or other acquisition of capital stock, of the Seller;

(g) refrain from entering into any employment contract or making any change in the compensation payable or to become payable to any of its officers, employees or agents;

(h) refrain from instituting, terminating, changing or making any representations, either oral or written, to increase or change any benefit plan or adopting any new benefit plan;

(i) refrain from making any change in accounting methods or practices;

(j) refrain from prepaying any loans from its stockholders, officers or directors (if any) or making any change in its borrowing arrangements;

(k) refrain from merging, consolidating or reorganizing with, or acquiring, any entity;

(l) refrain from agreeing to any audit assessment by any Governmental Authority or filing any Tax Return, or amendment thereto, unless copies of such Tax Returns have been delivered to the Seller’s chairman for its review and approval prior to filing, or from revoking any tax election or making any agreement or settlement related to Taxes with any Governmental Authority;

(m) refrain from taking any action or permitting the Company or Seller to take any action which would cause any Governmental Authority to institute Proceedings regarding the Company or the Seller or take any other action which would result in the Seller or the Company being in noncompliance in any material respect with the requirements of any Governmental Authority having jurisdiction thereof; and

(n) refrain from issuing any securities of the Company or the Seller

6.8

Notification of Breach of Representations and Warranties.

Promptly upon the Purchaser, the Company or the Seller’s President having knowledge thereof, such persons shall advise the Seller’s Chairman in writing of (i) any material adverse change with respect to Seller; (ii) any event, condition or circumstance occurring from the date hereof until the Closing Date that would constitute a violation or breach of any representation, warranty, covenant, agreement or provision contained in this Agreement (provided, however, that such disclosure shall not be deemed to cure any violation or breach of any such representation, warranty, covenant, agreement or provision), or (iii) any event, occurrence, transaction or other item that would have been required to be disclosed herein or delivered hereunder, had such event, occurrence, transaction or item existed on the date hereof, and the Purchaser, the Company and the Seller’s President shall use their best efforts to prevent or promptly remedy the same.

6.9

Consummation of Agreement.

Each of the Purchaser, the Company and Seller’s President shall use his/its best efforts to perform and fulfill all conditions and obligations on their part to be performed and fulfilled under this Agreement, to the end that the transactions contemplated by this Agreement shall be fully carried out. To this end, the Company, Purchaser and Seller will obtain all necessary authorizations or approvals, including those of the stockholders and Board of Directors of the company and Seller, as applicable.

EXECUTION COPY

6.10

Exclusive Dealing.

(a) Until such time as this Agreement is terminated in accordance with its terms, none of the Purchaser, the Company, the Seller, nor any of their respective directors, officers, employees or Representatives will, directly or indirectly: (i) encourage, solicit, initiate, engage (including by way of furnishing or disclosing information) or participate in any negotiations with any third person or entity (other than the Seller’s Chairman) concerning any merger, consolidation or other business combination involving the Company or the Seller or acquisition of any portion of their assets or business (other than in the ordinary course of business), or encourage, solicit, initiate or entertain inquiries or proposals concerning, or which could reasonably be expected to lead to, any of the foregoing (an “Acquisition Transaction”); or (ii) negotiate or take any other action intended or designed to facilitate the efforts of any third person or entity (other than Seller) relating to a possible Acquisition Transaction, or (ii) enter into any arrangements, agreements or understanding requiring the Purchaser, the Company or Seller to abandon, terminate or fail to consummate the transactions contemplated by this Agreement.

(b) The Purchaser and Company will immediately notify the Seller’s Chairman regarding any contact between the Purchaser, Seller or the Company or any of their respective officers, directors or Representatives and any other person regarding any such offer or proposal or any related inquiry.

6.11

Assumption of Liabilities. In consideration of the mutual covenants and agreements contained herein, effective as of the Closing Date, the Seller does hereby assign to the Purchaser and the Company, and the Purchaser and the Company, hereby acknowledge and accept the Seller’s assignment to the Company and the Purchaser of all of the Seller’s right, title, benefit, privileges and interest in and to, and the Company and the Purchaser hereby jointly and severally assume and agree to observe and perform all of the duties, obligations, terms, provisions and covenants, and to pay and discharge any and all of the liabilities of the Seller to be observed, performed, paid or discharged from and after the Closing Date. Each of the Purchaser and the Company covenants and agrees, at its own expense, to execute and deliver, at the request of the Seller, such further instruments of transfer and assignment and to take such other action as Seller may reasonably request to more effectively consummate the assignments and assumptions contemplated by this Section 6.11.

6.12

Further Assurances . After the date hereof, at the reasonable request of the other party, the Seller and Purchaser/Company shall execute and deliver or cause to be executed and delivered to the other party such documents or other instruments as required by this Agreement, in order to implement the transactions contemplated by this Agreement.

CONDITIONS TO SELLER’S OBLIGATIONS.

The obligation of Seller to consummate this Agreement and the transactions contemplated hereby are subject to the condition that, on or before the Closing, the actions required by this section 7 will have been completed.

7.1

Representations; Warrantees; Covenants. Each of the representations and warranties of the Company and Purchaser contained in Section 5 shall be true and correct as though made on and as of the Closing Date, and the Company, the Seller and the Purchaser shall, on or before the Closing have performed all of their obligations hereunder which by the terms hereof are to be performed by them on or before the Closing. .

7.2

No Bankruptcy. The Seller shall not (i) have commenced a voluntary Proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or substantially all of its property, or (ii) have an involuntary Proceeding commenced against it seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereinafter in effect or seeking the appointing of a trustee, receiver, liquidator, custodian or similar official of it or substantially all of its property, or (iii) have consented to any such relief or to the appointment of or taking possession by any such official against it, or (iv) have made a general assignment for the benefit of its creditors, or (iii) have an attachment placed on all or a significant portion of its assets

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7.3

Absence of Certain Litigation. There shall not be any (a) injunction, restraining order or other Court Order issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, (b) Proceeding by any Government Authority pending before any court or Governmental Authority, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof, or (c) Proceeding by a private party pending before any Governmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for Seller is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of Seller, in connection with the consummation of any material transaction contemplated hereby. .

7.4

Resignations of Officers and Directors; Releases. The Seller shall have delivered to Seller’s Chairman prior to Closing:

(a)

a complete and correct list of all of the officers and directors of the Seller and the written resignations of such of the officers, directors of the Seller (other than its Chairman), which resignations will be effective no later than the Closing Date.

(b)

A release substantially in the form of Exhibit B hereto received from each of the Purchaser, the Company (and its officers and directors), and the Seller’s officers and directors.

(c)

the termination and release of any right to acquire capital stock of the Company (including under warrants, options or convertible securities).

7.5

Execution of Instruments of Conveyance and Additional Documents. The Company and the Sellers shall have caused the following documents to be delivered (or tendered subject only to Closing) to Seller: each of the documents and instruments required by Section 2.3 hereof.

7.6

Closing Certificate of Purchaser and Company. The Company and Purchaser shall have delivered one or more certificates of the Purchaser and President of each of the Company and the Seller, dated as of the Closing Date, as to such matters as the Seller shall reasonably request.

CONDITIONS TO OBLIGATIONS OF THE PURCHASER.

The obligation of the Sellers to consummate this Agreement and the transactions contemplated hereby are subject to the condition that, on or before the Closing, the actions required by this Section 8 will have been completed.

8.1

Representations; Warrantees; Covenants. Each of the representations and warranties of Purchaser and the Company contained in Section 5 shall be true and correct [as though made on and as of the Closing Date and Buyer shall, on or before the Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed by it on or before the Closing. Buyer shall have delivered to Sellers a certificate of Buyer dated as of the Closing to the foregoing effect .

8.2

.22 Absence of Certain Litigation. There shall not be any (a) injunction, restraining order or other Court Order issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided, (b) Proceeding by any Government Authority pending before any court or Governmental Authority, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof, or (c) Proceeding by a private party pending before any Governmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of Purchaser is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the Company, in connection with the consummation of any material transaction contemplated hereby.

8.3

Closing Certificate of Seller. The Seller shall have delivered one or more certificates, dated as of the Closing Date, as to such matters as the Purchaser shall reasonably request.

The obligation of the Purchaser to consummate this Agreement and the transactions contemplated hereby are subject to the condition that, on or before the Closing, the actions required by this Section 8 will have been completed.

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INDEMNIFICATION

9.1

Survival; Right to Indemnification Not Affected By Knowledge or Materiality.

(a)

All representations, warranties, covenants, and obligations in this Agreement, will survive the execution of this Agreement and the Closing of the transactions contemplated hereby.

(b)

The right of the Indemnified Party to indemnification for losses or other remedy based on breach of the representations, warranties, and/or covenants set forth in this Agreement will not be affected by the closing of the transaction contemplated by this Agreement, or any information of which the Indemnified Party may have imputed or constructive knowledge prior to the Closing Date, provided that the rights and remedies of the Indemnified Party in respect of any of the foregoing shall not extend to any event or matter which otherwise might have affected such rights and remedies as provided in any specific written waiver or release by the Indemnified Party.

(c)

For the purpose of determining whether there is a claim for losses under this Section and calculation of the amount of such losses, any qualification of any representation or warranty by reference to the materiality of matters stated therein, and any limitations of such representations as being to the knowledge of any person, or words to similar effect, shall be disregarded.

9.2

Indemnification by the Company and Purchaser

Subject to the limitations in Section 9.3 below, and in consideration of the transfer of the Company Shares, the Company and the Purchaser, jointly and severally, shall defend, indemnify and hold the Seller harmless from and against any losses, liabilities or expenses, including reasonable attorney’s fees, directly incurred by Seller resulting from any Third Party Action that is instituted against it, resulting from or arising out of any breach of any of the representations, warranties, covenants or agreements made by the Purchaser and/or Company in or pursuant to this Agreement, including without limitation any claim arising out of the Purchaser or Company’s failure to comply with Section 12.12 hereunder relating to the payment of assumed liabilities.

9.3

Limitations on Indemnification by the Company and Purchaser .

The right to indemnification under Section 9.2 is subject to the following limitations:

(a)

The Company and the Purchaser shall have no liability under Section 9.2 unless Seller gives reasonably prompt written notice to the Company and Purchaser asserting a claim for losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of a period of six years after the date hereof for all claims of any type or nature whatsoever.

9.4

Defense of Third Party Actions.

(a)

Promptly after receipt of notice of any Third Party Action, any person who believes he, she or it may be an Indemnified Person will give prompt written notice to the potential Indemnifying Person of such action.

(b)

The Indemnified Person shall control the defense and settlement of any Third Party Action asserted against it. The Indemnifying Person shall render all assistance as shall be reasonable and shall have the right to participate in and appoint its own counsel (at its own cost) and be present at the defense of such Third Party Action, but not to control the defense, negotiation or settlement thereof, which control shall remain with the Indemnified Person.

(c)

Each Indemnifying Person hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on them with respect to such a claim anywhere in the world.

9.5

Payment of Indemnification.

Subject to Section 9 above, claims for indemnification under this Section shall be paid or otherwise satisfied by Indemnifying Persons within thirty (30) days after receipt of written notice thereof given by the Indemnified Person in writing.

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10.

SURVIVAL AND REMEDIES

10.1

Survival . The provisions contained in Sections 5,6,7,8,9,10 and 11 shall survive any termination of this Agreement.

10.2

Remedies.

The parties hereto acknowledge that the remedy at law for any breach of the obligations undertaken by the parties hereto is and will be insufficient and inadequate and that the parties hereto shall be entitled to equitable relief, in addition to remedies at law. In the event of any action to enforce the provisions of this Agreement, Purchaser and Company shall waive the defense that there is an adequate remedy at law. Purchaser and Company acknowledge that the Seller Shares are unique and cannot be obtained on the open market. Without limiting any remedies Seller may otherwise have hereunder or under applicable law, in the event Purchaser or Company refuse to perform their respective obligations under this Agreement, Seller shall have, in addition to any other rights at law or equity, the right to specific performance.

11 .

TERMINATION OF AGREEMENT.

Termination.

At any time prior to the Closing, this Agreement may be terminated (a) by mutual consent of the parties, (b) by either side if there has been a material misrepresentation, breach of warranty or breach of covenant by the other side in its representations, warranties and covenants set forth herein, (c) by Seller if the conditions stated in Article 7 have not been satisfied at or prior to the Closing, (d) by the Purchaser if the conditions stated in Article 8 have not been satisfied at or prior to the Closing, or (f) if the Closing shall not have occurred and the transactions contemplated hereby consummated by April 30, 2016; provided that the right to terminate under this Section shall not be available to any parties whose breach has been the cause of such failure to close. .

11.1

Effect of Termination.

If this Agreement shall be terminated as above provided, all obligations of the parties hereunder shall terminate but any breaching party shall remain liable to a nonbreaching party for its damages. In the event that this Agreement is so terminated, each party will return all papers, documents, financial statements and other data furnished to it by or with respect to each other party to such other party (including any copies thereof made by the first party). Notwithstanding such termination, the provisions of Section 9, 10, 12.1 and 12.2 shall survive the termination of this Agreement .

11.2

Right to Proceed.

Notwithstanding anything in this Agreement to the contrary, (a) if any of the conditions specified in Article 7 hereof have not been satisfied, Seller shall have the right to proceed with the transactions contemplated hereby without waiving its rights hereunder and (b) if any of the conditions specified in Article 8 hereof have not been satisfied, Seller shall have the right to proceed with the transactions contemplated hereby without waiving its rights hereunder. In each such case, the party electing to proceed shall have the right to require all obligations, undertakings, agreements and other provisions of this Agreement specifically performed by the other parties and shall have the right to obtain and order such specific performance in any of the Courts in the United States or any state or political subdivision thereof.

12.

MISCELLANEOUS

12.1

Confidentiality . In the event that the transactions contemplated hereby are not consummated, each party will keep confidential, not disclose and not use for its own benefit (and will cause its subsidiaries, employees, officers and directors to keep confidential, not disclose, and not use for their own benefit) any information, whether written, oral or in electronic format and whether or not identified as “confidential” at the time of its disclosure, obtained with respect to the other party or its subsidiaries, employees, officers and directors as a result of the transaction contemplated hereby or Purchaser’s due diligence process in connection herewith (“Confidential Information”). The obligation set forth in the preceding sentence will not apply to Confidential Information which (i) is in the public domain on the date hereof, (ii) enters the public domain after the date hereof (other than by reason of the breach of any confidentiality obligation), (iii) was known to the receiving party prior to receipt from the disclosing party, (iv) is independently developed by the receiving party after the date hereof, (v) is disclosed to the receiving party by a third party not in violation of the proprietary or other rights of the other party or (vi) is disclosed pursuant to a requirement of law or judicial process.

12.2

Expenses . Except as otherwise provided herein, each of the parties hereto shall bear its respective expenses incurred or to be incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

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12.3

No Assignment . The rights and obligations of the parties hereunder may not be assigned without the prior written consent of the other party hereto, except that Purchaser may assign its rights and obligations hereunder to any wholly-owned subsidiary formed for the purpose of making the acquisition contemplated hereby.

12.4

Headings . The headings contained in this Agreement are included for purposes of convenience only, and will not affect the meaning or interpretation of this Agreement.

12.5

Integration, Modification and Waiver . This Agreement, together with the Schedules or other instruments as may be delivered hereunder, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, representations, understandings, communications, whether written or verbal between the parties in relation thereto. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by each of the parties’ duly authorized representatives hereto. No waiver of any of the provisions of this Agreement will be deemed to be or will constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver. The recitals shall form part of this Agreement.

12.6

Construction . The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” means including without limitation. Any reference to the singular in this Agreement also includes the plural and vice versa.

12.7

Severability . If any provision of this Agreement or the application of any provision hereof to any party or circumstance is, to any extent, adjudged invalid or unenforceable by a court of competent jurisdiction, the application of the remainder of such provision to such party or circumstance, the application of such provision to other parties or circumstances, and the application of the remainder of this Agreement will not be affected thereby.

12.8

Notices . All notices and other communications required or permitted hereunder must be in writing and will be deemed to have been duly given when delivered in person, or when dispatched by electronic mail or facsimile transmission (provided there is confirmation of such facsimile transmission), or the next business day after having been dispatched by an internationally recognized courier service to the appropriate party at the address specified below:

If to the Seller:

Laurence King, Chairman

160 Summit Avenue

Montvale, NJ 07645

Email: Lking@themarlargroup.com

If to the Purchaser:

Michael R. Rosa

c/o Enviromart Industries, Inc.

4 Wilder Dr., #7

Plaistow, NH 03865

Email: mrosa@enviromartindustries.com

If to the Company:

George Adyns, President

Enviromart Industries, Inc.

4 Wilder Dr., #7

Plaistow, NH 03865

Email: gadyns@enviromartindustries.com

Any party hereto may change its address or facsimile number for the purposes of this Section 12.8 by giving notice as provided herein.

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12.9

Governing Law . This Agreement is to be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

12.10

Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by fax or electronic transmission is sufficient to bind the parties to the terms and conditions of this Agreement.

12.11

Disputes . In case of any dispute hereunder, the prevailing party shall be entitled to be reimbursed by the other party for its reasonable legal fees and expenses.

12.12

Further Assurances . The Company and the Purchaser from time to time after the Closing at the request of Seller and without further consideration shall execute and deliver further instruments of transfer and assignment (in addition to those delivered hereunder and take such other action as Seller may reasonably require to more effectively transfer and assign to, and vest in, Seller all of the Seller Shares.

12.13

Payment by Company and Purchaser of Assumed Liabilities. The Purchaser and Company shall promptly pay, or make adequate provision for the payment, in full all of the liabilities of the Seller for which the Purchaser and Company have expressly agreed to be responsible under this Agreement. If any such liabilities are not so paid or provided for, or if Seller reasonably determines that failure to make any payments will impair conduct of the business conducted by the Seller, Seller may, at any time after the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and thereafter set off and deduct the full amount of all such payments from amounts due to the Company from The Rushcap Group, Inc. under the Inventory Financing Agreement. Company shall receive full credit under the Inventory Financing Agreement and this Agreement for all payments so made. If the Inventory Financing Agreement is no longer in effect, Seller shall bill the Purchaser and Company for such payment and the Company and Purchaser shall reimburse the Seller for any payment so made within 15 days of invoice. ..

12.14

Assistance in Proceedings The Purchaser and Company will cooperate with Seller and its counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and records in connection with, any Proceeding involving or relating to (a) any transaction contemplated hereby or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving the Company or its business.

[Balance of page intentionally left blank] .

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[Signature page to Stock Purchase Agreement dated March 21, 2016]

IN WITNESS WHEREOF , the parties have executed this Agreement as of the day and year first above written.


	Seller: The Enviromart Companies, Inc. By: /s/ Laurence King Name: Laurence King Title: Chairman Company: Enviromart Industries, Inc. By: /s/ George R. Adyns Name: George Adyns Title: President
	Purchaser: /s/ Michael R. Rosa Name: Michael R. Rosa, individually

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EXHIBIT A

CLOSING DATE BALANCE SHEET

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EXHIBIT B

RELEASE

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GENERAL RELEASE

This General Release is given by Michael R. Rosa, George Adyns and Enviromart Industries, Inc. (collectively, the “Releasors”) in connection with and pursuant to that certain Stock Purchase Agreement dated March 21, 2016 between the Michael R. Rosa, Enviromart Industries, Inc. and The Enviromart Companies, Inc. (“Purchase Agreement”).

RECITALS

Capitalized terms used and not defined herein shall have the meaning ascribed to them in the Purchase Agreement.

This Release is being given in consideration of the Seller’s transfer to the Purchaser of the Company Shares, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed.

The Releasors acknowledge and agree that the releases given hereby are a material inducement to the Seller’s entering into the Purchase Agreement.

AGREEMENT

Recitals. The foregoing recitals are hereby incorporated into this Release.

General Release. The Purchaser, George Adyns and the Company (together with its predecessors, successors, affiliates, subsidiaries, parent companies, DBA's, insurers, subcontractors, contractors, employees, former employees, directors, officers, shareholders, members and any other related entities) hereby fully release, remise, acquit and forever discharge the Seller (together with its predecessors, successors, affiliates, subsidiaries, parent companies, DBA's, insurers, attorneys, accountants, lenders, consultants, subcontractors, contractors, employees, former employees, directors, officers, shareholders, members and any other related entities) from any and all claims, demands, actions, causes of action, damages, obligations, losses and expenses of whatsoever kind or nature, known or unknown, choate or inchoate, directly or indirectly arising out of, or related to, any matter arising prior to the date hereof. This release shall not apply to any claims or suits arising from or pertaining to the Purchase Agreement. This release shall be binding from the date hereof to eternity. The parties acknowledge that this release should receive full faith and credit from all courts and agencies.

[ Balance of page intentionally left blank]

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[Signature Page to Release Agreement]

Executed by the parties as an instrument under seal as of __________, 2016.

Seller:

The Enviromart Companies, Inc.

By: _______________________

Name: Laurence King

Title: Chairman

Company:

Enviromart Industries, Inc.

By: ______________________

Name: George Adyns

Title: President

Purchaser:

______________________________

Name: Michael R. Rosa, individually

George Adyns

______________________________

Name: George Adyns, individually


			Common Stock Issued			Common Stock Issuable
		Shares			Par Value	Shares		Par Value		Additional Paid in Capital		Accumulated Deficit		Stockholders' Equity
														(Deficit)
Balance, December 31, 2013		27,171,429		$	2,717	515,000	$	52	$	403,575	$	(772,536)	$	(366,192)

	Pursuant to consulting services	1,001,500			100	271,000		27		101,312		-		101,440

	Pursuant to private placement at $0.0125 per share	10,000,000			1,000	-		-		124,000		-		125,000

	Pursuant to private placement at $0.002 per share	3,000,000			300	-		-		5,700		-		6,000

	Issuance of issuable shares	515,000			52	(515,000)		(52)		-		-		-

	Retirement of shares issued	(6,692,500)			(669)	-		-		669		-		-

	Net loss for the period	-			-	-		-		-		(754,032)		(754,032)

Balance, December 31, 2014		34,995,429			3,500	271,000		27		635,256		(1,526,568)		(887,785)

	Pursuant to private placement at $0.002 per share	1,848,571			185	-		-		3,512		-		3,697

	Pursuant to consulting services	75,000			7	-		-		143		-		150

	Issuance of issuable shares	271,000			27	(271,000)		(27)		-		-		-

	Conversions of liabilities	11,229,275			1,123	-		-		364,650		-		365,773

	Pursuant to private placement at average $0.006 per share	-			-	2,100,000		210		11,790		-		12,000

	Warrants	-			-	-		-		246		-		246

	Net loss for the period	-			-	-		-		-		(587,501)		(587,501)

Balance, December 31, 2015		48,419,275		$	4,842	2,100,000	$	210	$	1,015,597	$	(2,114,069)	$	(1,093,420)


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen-sation ($)	Nonqual-ified Deferred Compen-sation ($)	All Other Compen- sation ($)	Total Earnings ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

Michael R. Rosa, CEO	12/31/14	43,096	-	-	-	-	-	-	43,096
Michael R. Rosa, CEO (3)	12/31/15	53,269	-	-	-	-	-	-	53,269
George R. Adyns, President and CFO	12/31/15	85,000	-	250	-	-	-	-	85,250

Michael G. Faris, CFO (1)	12/31/14	48,269	-	-	-	-	-	-	48,269
Ibrahim Ash, VP Bus. Dev. (2)	12/31/14	52,025	-	-	-	-	-	-	52,025


Date:	04//14/2016	By:	/s/ George R. Adyns
			George R. Adyns, President and CFO
			The Enviromart Companies, Inc.





Date:	04//14/2016	By:	/s/ George R. Adyns
			George R. Adyns, President and CFO
			The Enviromart Companies, Inc.